Business Context and Reporting Period
This Form 8-K, dated December 10, 2018, reports the results of an Extraordinary General Meeting (EGM) held by Avista Healthcare Public Acquisition Corp. (AHPAC). The filing documents the unanimous shareholder approval of a business combination with Organogenesis Inc., the domestication of AHPAC from the Cayman Islands to Delaware, and the subsequent renaming of the entity to Organogenesis Holdings Inc. (ORGO).
Key Financial Metrics
This filing is a current report regarding corporate governance and transaction approval. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Voting Results
Shareholders representing 100% of the outstanding ordinary shares (5,812,500 shares) voted in favor of all proposals with zero votes against or abstentions. Key approved actions include:
- Business Combination: Approval of the merger agreement between AHPAC, its subsidiary, and Organogenesis Inc.
- Domestication: Change of jurisdiction from the Cayman Islands to Delaware.
- Charter Amendments: Adoption of new organizational documents including restrictions on director removal, exclusive forum provisions for litigation, and authorization for the new corporate name.
- Equity Issuance: Approval to issue more than 20% of outstanding shares to Organogenesis stockholders and PIPE investors to comply with NASDAQ rules.
- Management Incentives: Adoption of the Organogenesis 2018 Equity and Incentive Plan.
- Board Election: Election of eight directors to the new board, including Gary Gillheeney, Sr., Alan A. Ades, Maurice Ades, Albert Erani, Arthur S. Leibowitz, Wayne Mackie, Glenn H. Nussdorf, and Joshua Tamaroff.
Outlook, Risks, and Contingencies
The filing confirms the successful shareholder ratification required to proceed with the de-SPAC transaction. The company will transition from a blank-check company to an operating entity named Organogenesis Holdings Inc. No specific risks, contingencies, or forward-looking guidance regarding future financial performance are detailed in this specific document.
Investor Verification Checklist
- Verify the final closing date of the merger and domestication.
- Confirm the ticker symbol change and listing status on NASDAQ post-transaction.
- Review the Form S-4 (File No. 333-227090) for details on the PIPE investment and capital structure.
- Examine the Organogenesis 2018 Equity and Incentive Plan for dilution implications.
- Monitor the first financial report filed by the newly named Organogenesis Holdings Inc.