On June 30, 2023 Cyteir Therapeutics, Inc. ("Cyteir" or the "Company") (Nasdaq: CYT) reported that it is discontinuing all development of CYT-0851, its investigational monocarboxylate transporter inhibitor, and that Cyteir’s Board of Directors has determined, after consideration of potential strategic alternatives, it is in the best interests of its shareholders to dissolve Cyteir, liquidate its assets following an orderly wind down of the Company’s operations, and return remaining cash to shareholders (Press release, Cyteir Therapeutics, JUN 30, 2023, View Source [SID1234633004]).

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CYT-0851 was being evaluated in a Phase 1 combination study with capecitabine or gemcitabine in advanced ovarian cancer and other solid tumors. While durable responses were observed in both combination arms, the overall clinical efficacy data did not meet Cyteir’s criteria to advance the program into the next phase of clinical development. Given the resources required to identify predictive biomarkers to identify who could potentially benefit from treatment with CYT-0851, and the current financial and regulatory environment, continuation of development of CYT-0851 by Cyteir was determined not to be feasible. The Company will continue to treat patients currently enrolled in the Company’s Phase 1 combination study with capecitabine or gemcitabine prior to the effectiveness of the Company’s dissolution.

"The Board of Directors and management devoted substantial time and effort in identifying development paths for CYT-0851 and strategic options for Cyteir," said Markus Renschler, MD, President and CEO of Cyteir. "We would like to thank the patients who enrolled in our trial, the staff at our clinical trial sites, all employees of Cyteir, the Board of Directors and our investors who have supported Cyteir over the years. While we wish that the outcome was different today, we believe that discontinuation of our programs and a dissolution of the Company will maximize shareholder value."

Planned Liquidation and Dissolution

Due to the planned discontinuation of CYT-0851 development, and the previously announced discontinuation of Cyteir’s discovery pipeline, the Company’s Board of Directors intends to approve a Plan of Liquidation and Dissolution ("Plan of Dissolution") that would, subject to shareholder approval, include the distribution of remaining cash to shareholders following an orderly wind down of the Company’s operations, including the proceeds, if any, from the sale of its assets. Prior to winding down operations, the Company intends to complete regulatory and patient obligations from the ongoing clinical trial. The Company will engage independent advisors, who are experienced in the dissolution and liquidation of companies, to assist in the Company’s dissolution and liquidation. The Company also intends to call a special meeting of its shareholders in the second half of 2023 to seek approval of the Plan of Dissolution and will file proxy materials relating to the special meeting with the Securities and Exchange Commission (the "SEC"). If the Company’s shareholders approve the Plan of Dissolution, the Company would then file a certificate of dissolution, delist its shares of common stock from The Nasdaq Global Select Market, satisfy or resolve its remaining liabilities, obligations and costs associated with the dissolution and liquidation, make reasonable provisions for unknown claims and liabilities, attempt to convert all of its remaining assets into cash or cash equivalents, including through a potential sale of CYT-0851, and return remaining cash to its shareholders. The Company will provide an estimate of any such amount that may be distributed to shareholders in the proxy materials to be filed with the SEC. However, the amount of cash actually distributable to shareholders may vary substantially from any estimate provided by the Company based on a number of factors.

Upon the filing of the certificate of dissolution, the Company intends to cease trading in its common stock, close its stock transfer books and discontinue recording transfers of shares of its capital stock, in accordance with applicable law. The Company will establish a reserve, which will be used to pay all expenses (including operating expenses up until the filing of the certificate of dissolution) and other known, non-contingent liabilities and obligations, and will include reasonable provision for future expenses of liquidation and contingent and unknown liabilities as required by Delaware law. The Company currently expects that its existing capital resources together with the anticipated net proceeds from the sale of certain assets will enable it to meet its remaining liabilities and obligations with sufficient reserves.

The Company does not intend to comment on the planned liquidation and dissolution until the Company files a proxy statement related to the special meeting with the SEC.

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed Plan of Dissolution, the Company intends to file with the SEC a proxy statement and other relevant materials. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PLAN OF DISSOLUTION AND RELATED MATTERS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CYTEIR THERAPEUTICS, INC. PLAN OF DISSOLUTION AND RELATED MATTERS. Shareholders may obtain a free copy of the proxy statement and the other relevant materials (when they become available), and any other documents filed by the Company with the SEC, at the SEC’s website at View Source or on the "Investors & Media" section of Cyteir’s website at www.cyteir.com.

Participants in the Solicitation

Cyteir and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its shareholders with respect to the proposed Plan of Dissolution and related matters, and any other matters to be voted on at the special meeting of shareholders. Information regarding the names, affiliations and interests of such directors and executive officers will be included in the proxy statement (when available). Additional information regarding such directors and executive officers is included in Cyteir’s Proxy Statement on Schedule 14A, which was filed with the SEC on April 27, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Cyteir’s shareholders in connection with the Plan of Dissolution and related matters and any other matters to be voted upon at the special meeting will be set forth in the proxy statement (when available). These documents are available free of charge as described in the preceding section.