Attached files

file filename
EX-99.1 - EX-99.1 - Sarissa Capital Acquisition Corp.d95661dex991.htm
EX-10.14 - EX-10.14 - Sarissa Capital Acquisition Corp.d95661dex1014.htm
EX-10.13 - EX-10.13 - Sarissa Capital Acquisition Corp.d95661dex1013.htm
EX-10.12 - EX-10.12 - Sarissa Capital Acquisition Corp.d95661dex1012.htm
EX-10.11 - EX-10.11 - Sarissa Capital Acquisition Corp.d95661dex1011.htm
EX-10.10 - EX-10.10 - Sarissa Capital Acquisition Corp.d95661dex1010.htm
EX-10.9 - EX-10.9 - Sarissa Capital Acquisition Corp.d95661dex109.htm
EX-10.8 - EX-10.8 - Sarissa Capital Acquisition Corp.d95661dex108.htm
EX-10.7 - EX-10.7 - Sarissa Capital Acquisition Corp.d95661dex107.htm
EX-10.6 - EX-10.6 - Sarissa Capital Acquisition Corp.d95661dex106.htm
EX-10.5 - EX-10.5 - Sarissa Capital Acquisition Corp.d95661dex105.htm
EX-10.4 - EX-10.4 - Sarissa Capital Acquisition Corp.d95661dex104.htm
EX-10.3 - EX-10.3 - Sarissa Capital Acquisition Corp.d95661dex103.htm
EX-10.2 - EX-10.2 - Sarissa Capital Acquisition Corp.d95661dex102.htm
EX-10.1 - EX-10.1 - Sarissa Capital Acquisition Corp.d95661dex101.htm
EX-4.1 - EX-4.1 - Sarissa Capital Acquisition Corp.d95661dex41.htm
EX-1.1 - EX-1.1 - Sarissa Capital Acquisition Corp.d95661dex11.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2020

 

 

SARISSA CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-39640   98-1552641

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

660 Steamboat Rd.

Greenwich, CT 06830

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 203-302-2330

Not Applicable

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

 

 

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:

 

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

Units   SRSAU   The Nasdaq Capital Market
Class A ordinary shares   SRSA   The Nasdaq Capital Market
Warrants   SRSAW   The Nasdaq Capital Market

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.  ☐

 

 

 


Item 1.01.

Entry into a Material Definitive Agreement.

On October 20, 2020, the registration statement (File No. 333-249171) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Sarissa Capital Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:

 

   

An Underwriting Agreement, dated October 20, 2020, by and between the Company and Cantor Fitzgerald & Co. (“Cantor”), as representative of the underwriters;

 

   

A Warrant Agreement, dated October 20, 2020, by and between the Company and Continental Stock Transfer & Trust Company;

 

   

An Investment Management Trust Agreement, dated October 20, 2020, by and between Continental Stock Transfer & Trust Company and the Company;

 

   

A Registration and Shareholder Rights Agreement, dated October 20, 2020, by and among the Company, Sarissa Capital Acquisition Sponsor LLC (the “Sponsor”) and Cantor;

 

   

A Private Placement Warrants Purchase Agreement, dated October 20, 2020, by and between the Company and the Sponsor;

 

   

A Private Placement Warrants Purchase Agreement, dated October 20, 2020, by and between the Company and Cantor;

 

   

Indemnity Agreements, dated October 20, 2020, by and among the Company and each of the directors and officers of the Company;

 

   

An Administrative Services Agreement, dated October 20, 2020, between the Company and the Sponsor; and

 

   

A Letter Agreement, dated October 20, 2020, by and among the Company, the Sponsor and the Company’s officers and directors.

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.4, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9 respectively.

On October 23, 2020, the Company consummated the IPO of 20,000,000 units (the “Units”), including the issuance of 2,500,000 Units as a result of Cantor’s partial exercise of its over-allotment option. Each Unit consists of one Class A ordinary share, $0.0001 par value (“Ordinary Share”), and one-third of one redeemable warrant (“Warrant”) entitling its holder to purchase one Class A ordinary share at a price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000.

As of October 23, 2020, a total of $200,000,000 of the net proceeds from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of October 23, 2020 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.

 

Item 3.02.

Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Sponsor Private Placement”) with the Sponsor of an aggregate of 3,333,333 warrants (“Sponsor Private Warrants”) to purchase 3,333,333 Class A ordinary shares, each at a price of $1.50 per Sponsor Private Warrant, generating total proceeds of $5,000,000.

Simultaneously with the closing of the IPO, the Company also consummated the private placement (“Cantor Private Placement” and together with Sponsor Private Placement, “Private Placement”) with Cantor of an aggregate of 666,667 warrants (the “Cantor Private Warrants” and together with Sponsor Private Warrants, “Private Warrants”) to purchase 666,667 Class A ordinary shares, each at a price of $1.50 per Cantor Private Warrant, generating total proceeds of $1,000,000.


The Private Warrants are identical to the warrants sold in the IPO except that the Private Warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.

The Cantor Private Warrants are further subject to restrictions under Financial Industry Regulatory Authority (“FINRA”) regulations.

The Private Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

 

Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On October 20, 2020, in connection with the IPO, the Company filed its Amended and Restated Memorandum and Articles of Association. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference.

 

Item 8.01.

Other Events.

On October 20, 2020, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit

    No.    

  

Description

  1.1    Underwriting Agreement, dated October 20, 2020, by and between the Company and Cantor.
  4.1    Warrant Agreement, dated October 20, 2020, by and between Continental Stock Transfer & Trust Company and the Company.
10.1    Investment Management Trust Agreement, dated October 20, 2020, by and between Continental Stock Transfer & Trust Company and the Company.
10.2    Registration and Shareholder Rights Agreement, dated October 20, 2020, by and among the Company, the Sponsor and Cantor.
10.3    Private Placement Units Purchase Agreement, dated October 20, 2020, by and between the Company and the Sponsor.
10.4    Private Placement Units Purchase Agreement, dated October 20, 2020, by and between the Company and Cantor.
10.5    Indemnity Agreement, dated October 20, 2020, by and between the Company and Alexander Denner.
10.6    Indemnity Agreement, dated October 20, 2020, by and between the Company and Eric Vincent.
10.7    Indemnity Agreement, dated October 20, 2020, by and between the Company and Patrice Bonfiglio.


10.8    Indemnity Agreement, dated October 20, 2020, by and between the Company and Mark DiPaolo.
10.9    Indemnity Agreement, dated October 20, 2020, by and between the Company and Simos Simeonidis.
10.10    Indemnity Agreement, dated October 20, 2020, by and between the Company and Odysseas Kostas.
10.11    Indemnity Agreement, dated October 20, 2020, by and between the Company and Mark Timney.
10.12    Indemnity Agreement, dated October 20, 2020, by and between the Company and Louis Paglia.
10.13    Administrative Services Agreement, dated October 20, 2020, by and between the Company and the Sponsor.
10.14    Letter Agreement, dated October 20, 2020, by and among the Company, the Sponsor and each director and officer of the Company.
99.1    Press Release, dated October 20, 2020.


SIGNATURE

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.

 

October 23, 2020     Sarissa Capital Acquisition Corp.
    By:  

/s/ Alexander Denner

    Name:   Alexander Denner
    Title:   Chairman and Chief Executive Officer