Business Context and Reporting Period
This Form 8-K is filed by Avista Healthcare Public Acquisition Corp. (the "Company"), a Cayman Islands exempted company, on November 2, 2018. The filing addresses the Company's failure to consummate an initial business combination by the October 14, 2018 deadline, resulting in the redemption of all outstanding Class A ordinary shares on October 31, 2018. Despite the redemption, the Company's Class B ordinary shares and warrants remain outstanding as the Company pursues a business combination with Organogenesis Inc. pursuant to a Merger Agreement dated August 17, 2018.
Key Financial Metrics
The filing does not provide specific financial statements, revenue, profit, cash flow, or margin data for the reporting period. However, it notes the following financial conditions triggering regulatory action:
- Public Shareholders: Failed to meet the minimum 300 public holder requirement.
- Public Float: Failed to meet the minimum 500,000 publicly held shares requirement.
- Stockholders' Equity: Failed to meet the minimum $2.5 million stockholders' equity requirement for continued listing on the NASDAQ Capital Market.
Material Changes
The primary material change reported is the receipt of a written notice from the NASDAQ Listing Qualifications Department on November 2, 2018, determining to delist the Company's Class A ordinary shares, warrants, and units. This determination follows the redemption of Class A shares and the subsequent failure to meet minimum listing standards. The delisting is scheduled to occur at the opening of business on November 13, 2018, unless an appeal is successful.
Guidance, Outlook, and Risks
Management Action: The Company intends to appeal NASDAQ's delisting decision to a hearings panel by the November 9, 2018 deadline. If the appeal is filed, the suspension and delisting will be stayed pending the panel's decision. The Company has provided no assurance that the appeal will be granted or that it can maintain compliance with other listing rules.
Strategic Outlook: The Company's sponsor and directors have elected not to liquidate the Company. Instead, they are maintaining the Company's existence to pursue the merger with Organogenesis Inc.
Risks and Contingencies:
- Failure to successfully appeal the NASDAQ delisting determination.
- Termination of the Merger Agreement with Organogenesis Inc.
- Failure to obtain necessary shareholder approvals or satisfy closing conditions for the merger.
- Operational disruption to Organogenesis due to the proposed transaction.
- Uncertainty regarding the ability to recognize anticipated benefits of the combination.
Investor Verification Checklist
- Verify the status of the Company's appeal to the NASDAQ hearings panel and the outcome of the hearing.
- Review the definitive Registration Statement on Form S-4 and the joint proxy/consent solicitation statement for details on the proposed merger with Organogenesis Inc.
- Confirm whether the Company has regained compliance with NASDAQ listing standards or if delisting has been finalized.
- Assess the risks associated with the proposed business combination as detailed in the "Risk Factors" section of the Registration Statement.