Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2021 | |
| Commitments And Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies |
12. Commitments and Contingencies At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. While the outcome of any such proceedings cannot be predicted with certainty, as of June 30, 2021, the Company believes that the results of any such contingencies, either individually or in the aggregate, will not have a materially adverse effect on the Company’s results of operations or financial condition. An unfavorable resolution of one or more pending matters could have a materially adverse impact on the Company’s results of operations or financial condition in the future. Litigation Related to the Merger On June 30, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York, captioned Dwayne Komurke v. Aerpio Pharmaceuticals Inc., et al., Case No. 1:21-cv-05686 (the “Komurke complaint”), naming the Company, the Company’s Board of Directors, as of the date of the Merger Agreement, Merger Sub and Aadi as defendants. The Komurke complaint alleges, among other things, that the Merger consideration is inadequate and that the Company’s proxy statement filed with the SEC on June 21, 2021 in connection with the Merger (the “preliminary proxy statement”), is materially incomplete and misleading by allegedly failing to disclose in violation of Section 14(a) and Section 20(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder, certain allegedly material information, including (i) the process leading up to the Merger; (ii) certain financial projections prepared by the Company’s management and summarized in the preliminary proxy statement; and (iii) certain inputs and assumptions used in the financial analyses conducted by Ladenburg in connection with rendering its fairness opinion to the Company’s Board of Directors. The Komurke complaint asserts claims for breach of fiduciary duty against the Company’s Board of Directors; aiding and abetting breaches of fiduciary duty of the Company, Merger Sub and Aadi; violations of Section 14(a) and Rule 14a-9 against all defendants; and violations of Section 20(a) against the Company’s Board of Directors. The relief sought in the Komurke complaint includes equitable relief, including among other things, to enjoin the consummation of the Merger, to rescind the Merger Agreement, to the extent already implemented, or to recover rescissory damages, to direct the defendants to commence a new sale process, to direct the defendants to disseminate a proxy statement that includes certain additional and allegedly material information, to direct the defendants to account to plaintiff for all alleged damages suffered as a result of their alleged wrongdoing and to award plaintiff the cost of the stockholder complaint, including reasonable attorneys’ and expert fees. On July 6, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York, captioned Matthew Whitfield v. Aerpio Pharmaceuticals Inc., et al., Case No. 1:21-cv-05787 (referred to as the “Whitfield complaint”), naming the Company and the Company’s Board of Directors, as of the date of the Merger Agreement, as defendants. The Whitfield complaint alleges, among other things, that the preliminary proxy statement omits certain allegedly material information by failing to disclose (i) financial projections of the Company, (ii) certain information concerning the Company’s management’s financial projections for Aadi, (iii) certain assumptions used in a discounted cash flow analysis performed by Ladenburg, and (iv) certain information concerning the Company’s second financial advisor. The Whitfield complaint asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s Board of Directors. The Whitfield complaint seeks, among other things: an injunction enjoining consummation of the Merger, an order directing the defendants to disseminate a proxy statement that includes certain additional and allegedly material information, rescissory relief, costs of the action, including plaintiff’s attorneys’ fees and experts’ fees, declaratory relief, and any other relief the court may deem just and proper. On July 6, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York, captioned Robin Odach v. Aerpio Pharmaceuticals Inc., et al., Case No. 1:21-cv-05802 (referred to as the “Odach complaint”), naming the Company and the Company’s Board of Directors, as of the date of the Merger Agreement, as defendants. The Odach complaint alleges, among other things, that the preliminary proxy statement contains allegedly material misstatements and omissions, including by failing to disclose (i) the basis for certain assumptions underlying the Company’s management’s financial projections for Aadi, (ii) certain inputs used in a discounted cash flow analysis performed by Ladenburg, and (iii) certain information concerning the Company’s second financial advisor. The Odach complaint asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s Board of Directors. The Odach complaint seeks, among other things: an injunction enjoining consummation of the Merger, rescissory relief, costs of the action, including plaintiff’s attorneys’ fees and experts’ fees, and any other relief the court may deem just and proper. On July 12, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Eastern District of New York, captioned Miah v. Aerpio Pharmaceuticals, Inc., et al., Case No. 1:21-cv-03912 (referred to as the “Miah complaint”), naming the Company and the Company’s Board of Directors, as of the date of the Merger Agreement, as defendants. The Miah complaint alleges, among other things, that the preliminary proxy statement contains allegedly material misstatements and omissions, including by failing to disclose (i) the basis for certain assumptions underlying the Company’s management’s financial projections for Aadi, (ii) certain inputs used in a discounted cash flow analysis performed by Ladenburg, and (iii) certain information concerning the Company’s second financial advisor. The Miah complaint asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s Board of Directors. The Miah complaint seeks, among other things: an injunction enjoining consummation of the Merger, rescissory relief, costs of the action, including plaintiff’s attorneys’ fees and experts’ fees, and any other relief the court may deem just and proper. On July 29, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York, captioned Weir v. Aerpio Pharmaceuticals, Inc., et al., Case No. 1:21-cv-06456 (referred to as the “Weir complaint”), naming the Company and the Company’s Board of Directors, as of the date of the Merger Agreement, as defendants. The Weir complaint alleges, among other things, that the preliminary proxy statement contains allegedly material misstatements and omissions, including by failing to disclose (i) the basis for certain assumptions underlying the Company’s management’s financial projections for Aadi, (ii) certain inputs used in a discounted cash flow analysis performed by Ladenburg, and (iii) certain information concerning the Company’s second financial advisor. The Weir complaint asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s Board of Directors. The Weir complaint seeks, among other things: an injunction enjoining consummation of the Merger, an order directing the defendants to disseminate a proxy statement that includes certain additional and allegedly material information, rescissory relief, costs of the action, including plaintiff’s attorneys’ fees and experts’ fees, and any other relief the court may deem just and proper. On August 2, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the District of Delaware, captioned Carlisle v. Aerpio Pharmaceuticals, Inc., et al., Case No. 1:21-cv-01123 (referred to as the “Carlisle complaint”), naming the Company and the Company’s Board of Directors, as of the date of the Merger Agreement, as defendants. The Carlisle complaint alleges, among other things, that the preliminary proxy statement contains allegedly material misstatements and omissions, including by failing to disclose (i) the basis for certain assumptions underlying the Company’s management’s financial projections for Aadi, (ii) certain inputs used in a discounted cash flow analysis performed by Ladenburg, and (iii) certain information concerning the Company’s second financial advisor. The Carlisle complaint asserts claims for violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against all defendants, and violations of Section 20(a) of the Exchange Act against the Company’s Board of Directors. The Carlisle complaint seeks, among other things: an injunction enjoining consummation of the Merger, rescissory relief, costs of the action, including plaintiff’s attorneys’ fees and experts’ fees, and any other relief the court may deem just and proper. The Company cannot predict the outcome of the Komurke complaint, the Whitfield complaint, the Odach complaint, the Miah complaint, the Weir complaint, or the Carlisle complaint (collectively referred to as the “stockholder complaints”), nor can the Company predict the amount of time and expense that will be required to resolve the stockholder complaints. The Company believes that the stockholder complaints are without merit and intends to vigorously defend against the stockholder complaints and any subsequently filed similar actions. The Company’s Board of Directors has also received a demand letter from a purported stockholder of the Company, requesting certain books and records of the Company concerning the Merger pursuant to Section 220 of the Delaware General Corporation Law (referred to as the “books and records demand”). The Company cannot predict the outcome of the books and records demand, or other similar demands that may be made in the future, nor can the Company predict the amount of time and expense that may be required to resolve any such demands or resulting litigation. If additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose such additional filings.
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