Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

January 30, 2025

Date of Report

(Date of earliest event reported)

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AVID BIOSERVICES, INC.

(Exact name of registrant as specified in its charter)

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Commission File Number 001-32839

 

Delaware		95-3698422
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

14191 Myford Road

Tustin, CA 92780

(Address of principal executive offices, including zip code)

 

[phone]

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CDMO		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

☐        Emerging growth company

☐       If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On January 30, 2025, Avid Bioservices, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”). As of December 11, 2024, the record date for the Special Meeting (the “Record Date”), 63,963,302 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) were outstanding and entitled to vote at the Special Meeting. A summary of the matters voted upon by stockholders at the Special Meeting is set forth below.

 

A total of 49,753,341 shares of Common Stock were present at the Special Meeting in person, by virtual attendance, or by proxy, which represents approximately 77.78% of the shares of Common Stock outstanding as of the Record Date.

Proposal 1. Approval of the Merger Agreement.

 

The Company’s stockholders approved the adoption of the Agreement and Plan of Merger, dated November 6, 2024 (the “Merger Agreement”), by and among the Company, Space Finco, Inc. (“Parent”) and Space Mergerco, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, and as a result of which the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”), and approved the Merger (“Proposal 1”). The final voting results are as follows:

Votes For		Votes Against		Abstentions
42,231,567		7,267,943		253,831

Proposal 2. The Compensation Proposal.

 

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. The final voting results are as follows:

Votes For		Votes Against		Abstentions
33,910,961		15,220,783		621,597

Proposal 3. The Adjournment Proposal.

In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve Proposal 1 if there were insufficient votes to approve Proposal 1 at the time of the Special Meeting (“Proposal 3”). Because Proposal 1 was approved at the Special Meeting, Proposal 3 was not necessary or appropriate and was not presented for approval at the Special Meeting.

Item 7.01.

Regulation FD Disclosure.

On January 30, 2025, the Company issued a press release announcing the results of the Special Meeting and that the Company anticipates that the transaction contemplated by the Merger Agreement will close in the coming days. The information contained in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

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Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit Number		Exhibit Description
99.1		Press Release, dated as of January 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AVID BIOSERVICES, INC.

	By:	/s/ Daniel R. Hart
		Daniel R. Hart
		Chief Financial Officer
Date: January 30, 2025

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Exhibit 99.1

Avid Stockholders Approve Transaction with GHO and Ampersand

Tustin, CA, January 30, 2025 — Avid Bioservices, Inc. (NASDAQ: CDMO) (“Avid” or the “Company”), a dedicated biologics contract development and manufacturing organization (“CDMO”) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced that Avid stockholders voted to approve the transaction with GHO Capital Partners LLP ("GHO") and Ampersand Capital Partners (“Ampersand”) at the Avid special meeting of stockholders (the “Special Meeting”) held earlier today.

“We thank our stockholders for their support through our time as a public company and the duration of this process,” said Nick Green, president and CEO of Avid Bioservices. “We look forward to completing the transaction and delivering significant, immediate and certain cash value to our stockholders.”

With today’s stockholder approval, all closing conditions, other than those to be satisfied at closing, have been met and regulatory approvals have been received, and the Company therefore expects the transaction to close in the coming days. The final, certified voting results for the Special Meeting will be provided in a Form 8-K filed with the U.S. Securities and Exchange Commission.

About Avid Bioservices, Inc.

Avid Bioservices (NASDAQ: CDMO) is a dedicated CDMO focused on development and CGMP manufacturing of biologics. The Company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With more than 30 years of experience producing biologics, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs the Company provides a variety of process development activities, including cell line development, upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of our services ranges from standalone process development projects to full development and manufacturing programs through commercialization. www.avidbio.com

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, or the completion or effects of the proposed sale of Avid to GHO and Ampersand. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at http://www.sec.gov.

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The forward-looking statements included in this press release are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Contacts:

Avid Bioservices

Stephanie Diaz (Investors)

Vida Strategic Partners

415-675-7401

[e-mail]

Tim Brons

Vida Strategic Partners

415-675-7402

[e-mail]

Bob Marese / John Bryan (For Voting Inquiries)

MacKenzie Partners, Inc.

1-800-322-2885

[e-mail]

Aaron Palash / Allison Sobel (Media)

Joele Frank, Wilkinson Brimmer Katcher

[phone]

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Document and Entity Information	Jan. 30, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2025
Entity File Number	001-32839
Entity Registrant Name	AVID BIOSERVICES, INC.
Entity Central Index Key	0000704562
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3698422
Entity Address, Address Line One	14191 Myford Road
Entity Address, City or Town	Tustin
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92780
City Area Code	714
Local Phone Number	508-6100
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CDMO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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