As previously announced, resTORbio, Inc. (resTORbio) and Adicet Bio, Inc. (Adicet) entered into an Agreement and Plan of Merger (the
Merger Agreement), dated as of April 28, 2020, by and between resTORbio, Adicet and Project Oasis Merger Sub, Inc., a direct, wholly-owned subsidiary of resTORbio (Merger Sub), pursuant to which, and subject to the
satisfaction or waiver of the conditions set forth in the Merger Agreement, Adicet will be merged with and into Merger Sub (the Merger), with Adicet continuing after the Merger as the surviving company and a wholly-owned subsidiary of
resTORbio.
resTORbio has updated its joint investor presentation which provides supplemental information regarding the Merger that resTORbio intends to
make available to investors and post on the investor relations portion of its website, which is located at www.resTORbio.com. The presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K, and supersedes in its entirety the joint
investor presentation furnished as Exhibit 99.2 to resTORbios Form 8-K filed with the U.S. Securities and Exchange Commission (the SEC) on April 29, 2020.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K and the accompanying exhibit contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, but not limited to, statements regarding: the expected structure, timing and completion of the merger, future product development plans and projected timelines for the initiation and completion of
preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials and the efficacy of either partys drug candidates; the potential market opportunities and value of drug candidates; future product
development and regulatory strategies, including with respect to specific indications; the combined companys future financial performance, results of operations or sufficiency of capital resources to fund operating requirements; future Nasdaq
listing; expectations regarding the combined companys focus, operations, resources and development plan; expectations regarding synergies resulting from the Merger; the executive and board structure of the combined company; expectations of the
potential impact of the COVID-19 pandemic on resTORbios, Adicets and the combined companys strategy and future operations, including ability to access capital or obtain additional financing
and ability to conduct, and the timing of, clinical trials; and the potential payment of proceeds pursuant to the CVR Agreement by and between resTORbio, the Holders Representative (as defined therein) and the Rights Agent (as defined therein)
(as defined in the Merger Agreement). The use of words such as, but not limited to, believe, expect, estimate, project, intend, future, potential,
continue, may, might, plan, will, should, seek, anticipate, or could and other similar words or expressions are intended to identify
forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on resTORbios current beliefs, expectations and assumptions regarding the future of
resTORbios and Adicets business, future plans and strategies, clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No
representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. There can be no assurance that the parties will be able to complete the Merger on the anticipated terms, or at all.
Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to: (i) risks associated with
resTORbios ability to obtain the stockholder approval required to consummate the Merger and the timing of the closing of the Merger, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all
or that the closing of the Merger will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) unanticipated difficulties or expenditures relating to
the Merger, the response of business partners and competitors to the announcement of the Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Merger; (iv) the length of time necessary
to consummate the Merger may be longer than anticipated; (v) resTORbios continued listing on the Nasdaq Global Market until closing of the Merger; (vi) the combined companys listing on the Nasdaq Global Market after closing of
the Merger; (vii) the adequacy of the combined companys capital to support its future operations and its ability to successfully initiate and complete clinical trials; (viii) the nature, strategy and focus of the combined company;
(ix) the difficulty in predicting the time and cost of development of resTORbios and Adicets product candidates; (x) the executive management and board structure of the combined company; (xi) the risk that any potential
payment of proceeds pursuant to the CVR Agreement may not be distributed at all or result in any value to resTORbios stockholders; (xii) Adicets plans to develop and commercialize its product candidates, including ADI-001; (xiii) the timing of initiation of Adicets planned clinical trials; (xiv) the timing of the availability of data from Adicets clinical trials; (xv) the timing of any planned
investigational new drug application or new drug application; (xvi) Adicets plans to research, develop and commercialize its current and future product candidates; (xvii) Adicets ability to enter into new collaborations, and to
fulfill its obligations under any such collaboration agreements; (xviii) the clinical utility, potential benefits and market acceptance of Adicets product candidates; (xix) Adicets commercialization, marketing and manufacturing
capabilities and strategy; (xx) Adicets ability to identify additional products or product candidates with significant commercial potential; (xxi) developments and projections relating to Adicets competitors and its industry;
(xxii) the impact of government laws and regulations; (xxiii) Adicets ability to protect its intellectual property position; (xxiv) Adicets estimates regarding future revenue, expenses, capital requirements and need for
additional financing following the Merger; and (xxv) those risks detailed in resTORbios most recent Annual Report on Form 10-K filed with the SEC, as well as discussions of potential risks,
uncertainties, and other important factors in resTORbios subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. None of resTORbio, Adicet, nor their affiliates, advisors or
representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise, except as required by law.