M&A - Avid Bioservices, Inc.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000114036125003108

Filing Summary: Avid Bioservices, Inc. filed a Form 8-K to report the completion of its merger with Space Finco, Inc. and Space Mergerco, Inc. on February 5, 2025. The Merger Agreement, dated November 6, 2024, facilitated a transaction where Merger Sub merged with Avid Bioservices, making the latter a wholly owned subsidiary of Parent. As a result of the merger, each share of Avid's Common Stock was converted into a cash payment of $12.50 per share. Additionally, outstanding stock options, restricted stock units, and performance stock units were also converted to cash payments based on specific calculations. The firm also notified Nasdaq of the merger and requested the delisting of its Common Stock, filing a Form 25 Notification for removal from listing. Following the merger, there was a change in control, with Avid becoming a subsidiary of the Parent company, and significant corporate restructuring was noted, including amendments to the company's corporate governance documents.

Form Type: 8-K/A

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003194

Filing Summary: This Form 8-K/A serves as an amendment to the original filing dated February 5, 2025, by Avid Bioservices, Inc., to correct an incorrect link in Exhibit 2.1. The filing is related to the completion of a merger with Space Finco, Inc. and Space Mergerco, Inc. The merger agreement was dated November 6, 2024, where Avid Bioservices, Inc. became a wholly owned subsidiary of Space Finco, Inc. as of February 5, 2025. As a result of this merger, common stock was automatically converted into the right to receive $12.50 in cash. In conjunction with the merger, the company's existing options, restricted stock units, and performance stock units were also converted into cash payments based on the merger consideration. Furthermore, due to the merger's completion, Avid Bioservices will be delisted from the Nasdaq and intends to terminate its registration under the Exchange Act, suspending its reporting obligations. Changes to the board of directors occurred, with several members ceasing their roles post-merger, and new appointments made subsequently. The company's articles of incorporation and bylaws were amended and restated as part of the merger process. Press releases were issued to announce the completion and details related to the merger, including adjustments to the rights of security holders and changes related to the company’s 7.00% convertible senior notes due 2029.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003208

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment No. 1 to deregister all unsold and unissued securities under multiple previous Form S-8 Registration Statements. This amendment is a direct result of a merger that took place on the same date, where Avid Bioservices merged with Space Finco, Inc. and Space Mergerco, Inc., with Avid continuing as the surviving corporation and becoming a wholly owned subsidiary of Space Finco. As part of this deregistration, the Registrant formally terminates the effectiveness of its previous registration statements filed with the SEC. The document outlines prior registration statements and the number of shares they registered, emphasizing the transition following the merger.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003209

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. (the Registrant) filed a Post-Effective Amendment No. 1 to deregister any and all securities that remain unsold or unissued under multiple previously filed Form S-8 registration statements. This action is a result of a merger that took place on the same date, wherein Merger Sub merged with and into Avid Bioservices, making it a wholly owned subsidiary of Space Finco, Inc. The registration statements associated with various stock incentive plans and compensation arrangements are being terminated as a consequence of this merger. The document details the historical registration numbers, the share amounts associated with different stock incentive plans, and confirms the deregistration process for unsold securities as per the requirements of the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003210

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment No. 1 to deregister securities remaining unsold or unissued under various previously filed Registration Statements on Form S-8. This filing relates to the merger of Avid Bioservices with Space Mergerco, Inc., which took place pursuant to an Agreement and Plan of Merger dated November 6, 2024, resulting in Avid Bioservices becoming a wholly owned subsidiary of Space Finco, Inc. The merger led to the termination of all offerings of the company's securities under its existing registration statements. Specific registration statements affected include those for the Peregrine Pharmaceuticals, Inc. Stock Incentive Plans and the Avid Bioservices 2018 Omnibus Incentive Plan, among others. The filing includes deregistration of 3,000,000 shares from the 2009 Stock Incentive Plan, 3,500,000 shares from the 2010 Stock Incentive Plan, and several others totaling millions of shares intended for various employee stock plans. The Registrant removed from registration any remaining unsold securities and terminated the effectiveness of the Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003211

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment No. 1 to deregister any and all unsold or otherwise unissued securities under several previous S-8 registration statements, following a merger with Space Finco, Inc. and Space Mergerco, Inc. As a result of this merger, Avid Bioservices is now a wholly owned subsidiary of Space Finco, and all offerings of its securities under the existing registration statements have been terminated. The filing also reflects the removal from registration all securities that remain unsold or unissued as per the application of the Securities Act of 1933, which includes shares registered under multiple stock incentive plans and a deferred compensation plan.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003212

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment No. 1 to deregister any and all unsold or unissued securities previously registered under several Form S-8 Registration Statements. This includes the deregistration of shares related to multiple stock incentive plans originally established by Peregrine Pharmaceuticals, Inc. and Avid Bioservices. The filing indicates that on the same date, a merger took place where Merger Sub merged with and into Avid Bioservices, resulting in Avid continuing as the surviving corporation and a wholly owned subsidiary of Space Finco, Inc. Consequently, Avid Bioservices terminated all offerings of its securities per its existing registration statements, and all remaining securities were removed from registration. This action reflects compliance with the Securities Act of 1933 and concludes the prior securities offerings, updating the registration statements accordingly.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003213

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. completed a merger with Space Finco, Inc. and Space Mergerco, Inc., wherein Merger Sub merged with and into Avid Bioservices, Inc., which continues as the surviving corporation while becoming a wholly owned subsidiary of Parent. This merger resulted in the termination of any offerings of the Company's securities pursuant to its existing registration statements under the Securities Act of 1933. Subsequently, the Registrant has filed this Post-Effective Amendment to deregister any unsold or unissued securities under its various registration statements filed with the SEC from 2009 to 2023, reflecting a complete removal of such securities due to the merger.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003214

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment to deregister all unsold securities under several previously filed Form S-8 Registration Statements. This action follows a merger where Avid Bioservices, Inc. merged with Space Finco, Inc. and Space Mergerco, Inc., with the company becoming a wholly owned subsidiary of Space Finco, Inc. The amendment relates to multiple registration statements that covered various stock incentive plans, allowing for registration of shares underlying those plans. The company has effectively terminated all offerings under these registration statements and is deregistering any unsold or unissued securities as a result of the merger.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003215

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment No. 1 to deregister all unsold or unissued securities under several previously filed Form S-8 registration statements. This action was taken following a merger with Space Finco, Inc. and Space Mergerco, Inc., which occurred pursuant to an Agreement and Plan of Merger dated November 6, 2024. The Registrant will remain as the surviving corporation and will become a wholly owned subsidiary of Space Finco, Inc. As a result of this merger, Avid Bioservices has terminated all offerings of securities under its existing registration statements with the SEC, thus removing any unsold or unissued securities from registration and terminating the effectiveness of the registration statements. Specific securities deregistered include shares associated with various stock incentive plans and a deferred compensation plan.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003216

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment No. 1 to deregister unsold or unissued securities under multiple prior Form S-8 Registration Statements. This action follows the completion of a merger on the same date with Space Finco, Inc. and Space Mergerco, Inc., where Merger Sub merged into Avid Bioservices, with the company remaining as the surviving entity and a wholly owned subsidiary of Parent. Consequently, Avid Bioservices terminated any existing offerings of its securities and removed from registration all securities that remained unsold at the time of this amendment.

Form Type: S-8 POS

Filing Date: 2025-02-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125003217

Filing Summary: On February 5, 2025, Avid Bioservices, Inc. filed a Post-Effective Amendment No. 1 to deregister any and all unsold or unissued securities under several prior Registration Statements on Form S-8. This amendment is associated with a merger that occurred on the same date, where Merger Sub merged into Avid Bioservices, resulting in Avid Bioservices continuing as the surviving corporation and a wholly owned subsidiary of Space Finco, Inc. The placed emphasis is on the deregistration of securities due to this merger, which concluded the offerings of the company's securities under the previous registration statements. The Registrant has certified compliance with the Form S-8 requirements and signed the amendment accordingly.

Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000114036125002461

Filing Summary: On January 30, 2025, Avid Bioservices, Inc. held a special meeting of stockholders where they voted on several proposals related to a merger agreement with Space Finco, Inc. and Space Mergerco, Inc. The stockholders approved the merger agreement, which allows Merger Sub to merge with Avid Bioservices, making it a wholly owned subsidiary of Parent. A total of 49,753,341 shares, representing approximately 77.78% of the outstanding shares, participated in the voting. The final results for Proposal 1 showed 42,231,567 votes in favor of the merger, 7,267,943 against, and 253,831 abstentions. Proposal 2, concerning executive compensation related to the merger, was also approved with 33,910,961 votes for and 15,220,783 against. Proposal 3, regarding adjournment of the meeting, was not necessary as Proposal 1 had already been approved. A press release on January 30, 2025, announced the results and indicated that the merger is expected to close soon.

Form Type: DEFA14A

Filing Date: 2025-01-23

Corporate Action: Merger

Type: Update

Accession Number: 000114036125001812

Filing Summary: Avid Bioservices, Inc. filed a definitive proxy statement regarding a Merger Agreement with Space Finco, Inc. and Space Mergerco, Inc. The agreement outlines a merger where Avid will be acquired, becoming a wholly owned subsidiary of Space Finco. There have been multiple legal challenges to the proposed merger, including thirteen demand letters from purported stockholders and two lawsuits filed in New York state court. Avid has received complaints alleging that the disclosures in the proxy statement were misleading. To address these potential claims without admitting any wrongdoing, Avid has added supplemental disclosures to its proxy statement. The intent of these actions is to moot the allegations and proceed with the merger as planned. The process for shareholder votes on the merger and the company's compliance with legal requirements around disclosures and activism are highlighted as important considerations moving forward. Additionally, the filing outlines financial analyses performed by Moelis & Company regarding Avid's future cash flows and the valuation of the company in light of the proposed merger. The document emphasizes ongoing communications between Avid and its stockholders to discuss the merger and ensure transparency.

Form Type: DEFA14A

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125001632

Filing Summary: Avid Bioservices, Inc. announced the mailing of a letter to stockholders in connection with the proposed acquisition of the company by GHO Capital Partners LLP and Ampersand Capital Partners. The letter emphasizes the significant, immediate, and certain cash value the transaction provides to stockholders. A special meeting for stockholder voting is scheduled for January 30, 2025, and Avid stockholders of record as of December 11, 2024, are eligible to vote. Independent proxy advisory firms have recommended that shareholders vote FOR the transaction due to its compelling valuation and the robust process the Avid Board of Directors followed. The document outlines the premiums offered, including a 63.8% premium to the Company’s previous closing price and a 24.9% premium to the midpoint of the discounted cash flow analysis. It discusses industry uncertainties and the need for additional investments highlighting the benefits of the acquisition. The communication urges stockholders to take action and vote in favor of the proposed transaction.

Form Type: DEFA14A

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125001465

Filing Summary: Avid Bioservices, Inc. announced a proposed acquisition by Space Finco, Inc., a Delaware corporation, as part of an Agreement and Plan of Merger dated November 6, 2024. Independent proxy advisory firms, ISS and Glass Lewis, recommend that stockholders vote 'FOR' the company’s transaction with GHO Capital Partners and Ampersand Capital Partners, highlighting the premium value and immediate cash benefits the transaction offers to stockholders. The Avid Board of Directors unanimously supports the acquisition, emphasizing a thorough sales process and significant liquidity provided by the cash consideration. Stockholders are encouraged to vote through multiple options available, including online and by proxy card. The company is working with Moelis & Company as their financial advisor and Cooley LLP as legal counsel. The proxy statement related to the special meeting of stockholders will be available for review, urging stockholders to read it carefully for detailed insights about the transaction.

Form Type: DEFA14A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000638

Filing Summary: Avid Bioservices, Inc. filed a definitive additional materials proxy statement on January 8, 2025, related to the proposed acquisition of the company by Space Finco, Inc. The acquisition is structured through an Agreement and Plan of Merger established on November 6, 2024. The Avid Board of Directors recommends that stockholders vote in favor of the transaction, emphasizing that it provides significant, immediate cash value and de-risks the company’s future as a standalone entity. The transaction offers a deal price of $12.50 per share, representing substantial premiums based on the company's stock price at various intervals, including a 63.8% premium to the closing price on June 4, 2024. An extensive process was undertaken by the Avid Board, involving contact with 24 potential buyers and input from advisers, ensuring a robust and conflict-free transaction. The proxy statement highlights a comprehensive financial analysis underscoring the strategic benefits of the merger and the necessity for stockholders to consider these factors when voting.

Form Type: DEFA14A

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000647

Filing Summary: Avid Bioservices, Inc. is filing this definitive additional material to report on an investor presentation regarding the proposed acquisition of the company by Space Finco, Inc. The presentation highlights a substantial premium to Avid's stockholders, showing a 63.8% premium from the closing price on June 4, 2024, and emphasizes that the transaction is expected to provide immediate and certain cash value to stockholders. The Avid Board of Directors has actively engaged in a thorough process to maximize stockholder value, which included rejecting previous lower proposals and reaching out to multiple interested parties before entering into negotiations with GHO Capital Partners and Ampersand Capital Partners. The board unanimously recommends that stockholders vote in favor of the proposed transaction scheduled for a vote on January 30, 2025, and emphasizes that the acquisition de-risks the company's future by alleviating the challenges faced as an independent entity. The presentation has been filed with the SEC as part of this communication.

Form Type: DEFA14A

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036124050538

Filing Summary: Avid Bioservices, Inc. announced the expiration of the Hart-Scott-Rodino waiting period regarding its proposed acquisition by GHO Capital Partners and Ampersand Capital Partners. This event signifies a key step towards the completion of the acquisition, which is anticipated to provide significant value to Avid's stockholders. With the conclusion of the waiting period, Avid is preparing for a special meeting for stockholders to approve the transaction, scheduled for the first quarter of 2025, pending customary closing conditions. Avid is receiving financial advisory support from Moelis & Company and legal counsel from Cooley LLP. The company emphasizes that it believes the transaction is in the best interest of all stockholders and encourages them to vote in favor of the acquisition.

Form Type: DEFM14A

Filing Date: 2024-12-18

Corporate Action: Merger

Type: New

Accession Number: 000114036124049823

Filing Summary: Avid Bioservices, Inc. has filed a Definitive Proxy Statement concerning a special meeting to be held on January 30, 2025, during which stockholders will vote on several proposals related to a merger agreement. The key proposals include adoption of a merger agreement with Space Finco, Inc. and Space Mergerco, Inc., approval of executive compensation related to the merger, and a proposal regarding potential adjournments of the meeting to solicit more votes. If the merger is completed, each stockholder will receive $12.50 in cash.