According to the Complaint, Neon Therapeutics, Inc. is a biotechnology company that develops novel neoantigen-targeted T cell therapies, dedicated to transforming the treatment of cancer by directing the immune system towards neoantigens.
This action stems from a proposed transaction announced on January 16, 2020 (the “Proposed Transaction”), pursuant to which Neon Therapeutics, Inc. will be acquired by BioNTech SE ("Parent"). On January 15, 2020, Neon’s Board of Directors caused the Company to enter into an agreement and plan of merger with BioNTech. Pursuant to the terms of the Merger Agreement, Neon’s stockholders will receive 0.063 American Depository Shares (“ADS”), with each ADS representing one ordinary share of Parent, for each share of Neon common stock they own.
On April 2, 2020, Defendants filed a proxy statement/prospectus (the “Prospectus”) with the United States Securities and Exchange Commission in connection with the Proposed Transaction, which scheduled a stockholder vote on the Proposed Transaction for May 4, 2020. The Complaint alleges that the Prospectus omits material information with respect to the Proposed Transaction, which renders the Prospectus false and misleading. Specifically, the Complaint alleges the Prospectus fails to disclose: (i) all line items used to calculate (a) EBITDA, (b) EBIT, and (c) Free Cash Flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics.
This case was voluntarily dismissed on May 6, 2020. A related case continues under Docket 20-CV-03033 in the Southern District of New York. The related case was voluntarily dismissed on June 23.