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Item 1.01 |
Entry into a Material Definitive Agreement. |
PIPE Subscription Agreements
As previously announced, on October 17, 2022,
European Biotech Acquisition Corp., a Cayman Islands exempted company (“EBAC”), entered into subscription agreements
(the “Initial PIPE Subscription Agreements”) with certain investors, including an affiliate of LSP Sponsor EBAC B.V.,
a Dutch limited liability company (the “Sponsor”), and certain existing equity holders of Oculis SA, a public limited
liability company (société anonyme) incorporated and existing under the laws of Switzerland (“Oculis”)
(the “Initial PIPE Investors”).
Pursuant to the Initial PIPE Subscription Agreements,
the Initial PIPE Investors agreed to subscribe for and purchase, and EBAC agreed to issue and sell to such investors, on the Acquisition
Closing Date, an aggregate of 6,330,391 EBAC ordinary shares for a purchase price of $10.00 per share, for aggregate gross proceeds of
$63,303,910 (the “Initial PIPE Financing”).
Subsequent to the Initial PIPE Financing, on January
26, 2023, EBAC entered into additional subscription agreements (the “Subsequent PIPE Subscription Agreements”, and
together with the Initial PIPE Subscription Agreements, the “Subscription Agreements”) with certain investors (the
“Subsequent PIPE Investors”, and together with the Initial PIPE Investors, the “PIPE Investors”).
Pursuant to the Subsequent PIPE Subscription Agreements, the Subsequent PIPE Investors agreed to subscribe for and purchase, and EBAC
agreed to issue and sell to such investors, on the Acquisition Closing Date, an aggregate of 788,500 EBAC ordinary shares for a purchase
price of $10.00 per share, for aggregate gross proceeds of $7,885,000 (the “Subsequent PIPE Financing”). The aggregate
amount of EBAC Class A Common Stock to be issued pursuant to the Initial PIPE Financing and Subsequent PIPE Financing is 7,118,891 shares
for aggregate gross proceeds of $71,188,910.
The foregoing description of the Subsequent PIPE
Subscription Agreements is subject to and qualified in its entirety by reference to the full text of the form of Subsequent PIPE Subscription
Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Convertible Loan Agreement
As previously announced, on October 17, 2022,
Oculis entered into a convertible loan agreement (the “Initial Convertible Loan Agreement”) with certain of its existing
equity holders (the “Initial Lenders”). On January 26, 2023, Oculis and an additional lender (the “Additional
Lender,” together with the Initial Lenders, the “Lenders”) entered into a convertible loan agreement in substantially
the same form as the Initial Convertible Loan Agreement, (the “Additional Convertible Loan Agreement” and together
with the Initial Convertible Loan Agreement, the “Convertible Loan Agreements”) pursuant to which, among other things,
the Additional Lender has granted Oculis a right to receive a convertible loan with certain conversion rights in an aggregate amount of
$7,000,000. Pursuant to the Convertible Loan Agreements, the Lenders grant Oculis a right to receive a convertible loan with certain conversion
rights, in an aggregate amount of $19,670,000. Following the Second Merger Effective Time, it is the
intent of the parties thereto that New Parent shall assume the Convertible
Loan Agreements, and that immediately after such assumption but before the Company Share Contribution, the Lenders will exercise their
conversion rights in exchange for New Parent Shares at $10 per share.
The foregoing description of the Additional Convertible
Loan Agreement is subject to and qualified in its entirety by reference to the full text of the Additional Convertible Loan Agreement,
a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated by reference.
Forward-Looking Statements
The information in this Current Report includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target,” “result,” “follow,” “to be,” “extend,”
“shall,” “may” or other similar 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 estimates and forecasts
of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial
product launches, potential benefits of the transaction and expectations related to the terms and timing of the transaction. These statements
are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Oculis’s
and EBAC’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 will differ
from assumptions. Many actual events and circumstances are beyond the control of Oculis and EBAC.
These forward-looking statements are subject to
a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions;
the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed business combination or that the approval of the shareholders of Oculis or EBAC is not
obtained; changes to the proposed structure of the proposed business combination that may be required or appropriate as a result of applicable
laws or regulations or as a condition to obtaining regulatory approval of the proposed business combination; the risk that the proposed
business combination disrupts current plans and operations of Oculis as a result of the announcement and consummation of the proposed
business combination; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty
of the projected financial information with respect to Oculis; the ability for Oculis Holding AG to meet stock exchange listing standards
following the consummation of the proposed business combination; future global, regional or local economic and market conditions; the
development, effects and enforcement of laws and regulations; Oculis’s ability to manage future growth; the effects of competition
on Oculis’ future business; the amount of redemption requests made by EBAC’s public shareholders; the ability of EBAC or the
combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; the
outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries against Oculis or EBAC; and those
factors discussed in EBAC’s Quarterly Report on Form 10-Q for the period ended June 30, 2022, under the heading “Risk Factors”
filed with the SEC on August 15, 2022, its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk
Factors,” and other documents of EBAC filed, or to be filed, with the SEC, including the proxy statement/prospectus to be filed
on Form F-4 with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that neither EBAC nor Oculis presently know
or that EBAC nor Oculis 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 EBAC’s or Oculis’s expectations, plans or forecasts of future
events and views as of the date of this Current Report. EBAC and Oculis anticipate that subsequent events and developments will cause
EBAC’s or Oculis’s assessments to change. However, while EBAC and Oculis may elect to update these forward-looking statements
at some point in the future, EBAC and Oculis specifically disclaim any obligation to do so. These forward-looking statements should not
be relied upon as representing EBAC’s or Oculis’s assessments as of any date subsequent to the date of this Current Report.
Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information About the Proposed Business
Combination and Where To Find It
The proposed business combination will be submitted
to shareholders of EBAC for their consideration. EBAC intends to file the Registration Statement with the SEC which will include preliminary
and definitive proxy statements to be distributed to EBAC’s shareholders in connection with EBAC’s solicitation for proxies
for the vote by EBAC’s shareholders in connection with the proposed business combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the securities to be issued to Oculis’s shareholders in connection
with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, EBAC
will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on
the proposed business combination. EBAC’s shareholders and other interested persons are advised to read, once available, the preliminary
proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection
with EBAC’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed
business combination, because these documents will contain important information about EBAC, Oculis and the proposed business combination.
Shareholders may also obtain a copy of the definitive proxy statement/prospectus, once available, as well as other documents filed with
the SEC regarding the proposed business combination and other documents filed with the SEC by EBAC, without charge, at the SEC’s
website located at www.sec.gov or by directing a request to 660 Madison Ave Suite 1600, New York, NY 10065.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
EBAC, Oculis and certain of their respective directors,
executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations
of proxies from EBAC’s shareholders in connection with the proposed business combination. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of EBAC’s shareholders in connection with the proposed business
combination will be set forth in EBAC’s proxy statement / prospectus when it is filed with the SEC. Additional information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement
/ prospectus when they become available. Shareholders, potential investors and other interested persons should read the proxy statement
/ prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This Current Report is not a solicitation of a
proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination and does not constitute
an offer to sell or the solicitation of an offer to buy 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.
