AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. (NASDAQ:AHPA) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

ME Staff 8-k

6 years ago

AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. (NASDAQ:AHPA) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

As previously reported, Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (the “Company”), redeemed of all of its outstanding ClassA ordinary shares on October31, 2018 as a result of its failure to consummate an initial business combination prior to October14, 2018 and the Company’s inability to obtain the requisite vote to extend such deadline at its Extraordinary General Meeting of Shareholders held on October4, 2018. On November2, 2018, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The NASDAQ Stock Market (“NASDAQ”) indicating that the Staff has determined to delist the Company’s ClassA ordinary shares from the NASDAQ to its discretionary authority under Listing Rules5101 and IM-5101-1.2 and has determined to delist the Company’s warrants and units for failing to comply with Listing Rules5560(a)and 5225(b)(1)(A), respectively, as a result of the Company’s ClassA ordinary shares no longer meeting the minimum 300 public holder requirement and the minimum 500,000 publicly held shares requirement, as well as the minimum $2.5 million stockholders equity requirement for continued listing on the NASDAQ Capital Market, in each case to Rule5550. Accordingly, the Staff notified the Company that unless the Company requests an appeal of this determination, such securities will be delisted at the opening of business on November13, 2018 and a Form25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on NASDAQ.

The Company intends to appeal NASDAQ’s decision to a hearings panel prior to the deadline to appeal on November9, 2018 to the procedures set forth in the NASDAQ rules. The suspension of the Company’s securities and the filing of the Form25-NSE will be stayed pending the hearing panel’s decision. The Company can provide no assurance that, following the hearing, the hearings panel will grant the Company’s request for continued listing or that the Company can maintain compliance with the other NASDAQ Listing Rules.

As previously reported, the Company’s warrants and ClassB ordinary shares remain outstanding. The holders of ClassB ordinary shares, which includes Avista Acquisition Corp., the Company’s sponsor, and each of the Company’s directors, determined not to proceed with liquidation and dissolution of the Company and to maintain the existence of the Company following the redemption in order to pursue the consummation of a business combination with Organogenesis Inc. to that certain Agreement and Plan of Merger, dated as of August17, 2018, by and among the Company, Avista Healthcare Merger Sub,Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company and Organogenesis Inc., as amended on October5, 2018, and as may be further amended from time to time (the “Merger Agreement”).

Forward-Looking Statements

The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. Forward-looking statements may be identified by the use of words such as “will,” “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” “extend,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include statements relating to the redemption of the public shares, the continued existence and operations of the Company to pursue the proposed business combination, and the proposed business combination. Forward looking statements with respect to the redemption, the continued existence and operations of the Company, the proposed business combination, strategies, prospects and other aspects of the businesses of the Company, Organogenesis or the combined company after completion of the business combination are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from expectations expressed or implied by such forward looking statements. These factors include, but are not limited to: (1)the Company’s ability to successfully appeal NASDAQ’s determination to delist the securities and otherwise maintain compliance with applicable NASDAQ listing standards; (2)the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement by and between the Company and Organogenesis Inc. and the proposed business combination contemplated therein; (3)the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the Company’s shareholder or other conditions to closing in the Merger Agreement; (4)the risk that the proposed business combination disrupts current plans and operations of Organogenesis as a result of the announcement and consummation of the transactions described herein; (5)the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6)costs related to the proposed business combination; (7)changes in applicable laws or regulations; (8)the possibility that Organogenesis may be adversely affected by other economic, business, and/or competitive factors; and (9)other risks and uncertainties indicated from time to time in the registration statement of the Company filed in connection with the proposed business combination and the joint proxy/consent solicitation statement/prospectus contained therein, including those under

“Risk Factors” therein, and other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by the Company. Although they may voluntarily do so from time to time, the Company and Organogenesis undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Anyone using the presentation does so at their own risk and no responsibility is accepted for any losses which may result from such use directly or indirectly. Investors should carry out their own due diligence in connection with the assumptions contained herein. The forward-looking statements in this Current Report speak as of the date of this filing.

Disclaimer

This Current Report shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This Current Report relates to a proposed business combination between the Company and Organogenesis.

Additional Information About the business combination

In connection with the proposed business combination between Organogenesis and the Company, the Company has filed with the Securities and Exchange Commission, a registration statement on FormS-4 and joint proxy/consent solicitation statement/prospectus forming a part thereof (the “Registration Statement”) and will mail a definitive Registration Statement and other relevant documentation to the Company’s shareholders. The Company’s shareholders and other interested persons are advised to read the preliminary Registration Statement and the amendments thereto and, when available, the definitive Registration Statement and documents incorporated by reference therein as these materials will contain important information about the Company, Organogenesis and the business combination. The definitive Registration Statement will be mailed to the Company’s shareholders as of a record date to be established for voting on the proposed business combination when it becomes available. Shareholders will also be able to obtain a copy of the preliminary and definitive Registration Statement once it is available, without charge, at the SEC’s website at http://sec.gov or by directing a request to: Avista Healthcare Public Acquisition Corp., 65 East 55th Street, 18th Floor, New York, NY 10022.

The Company shareholders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about the Company and Organogenesis, once such documents are filed with the SEC.

Participants in the Solicitation

The Company and its directors, executive officers and other members of its management and employees and Organogenesis and its directors and management may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed business combination. Shareholders are urged to carefully read the Registration Statement regarding the proposed business combination, because it contains important information. Information regarding the persons who may, under the rulesof the SEC, be deemed participants in the solicitation of the Company’s shareholders in connection with the proposed business combination will be set forth in the Registration Statement when it is filed with the SEC. Information about the Company’s executive officers and directors also will be set forth in the Registration Statement relating to the proposed business combination when it becomes available.