UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On April 7, 2025, Vincerx Pharma, Inc. (the “Company”) terminated its previously-announced non-binding letter of intent with Global Digital Holdings Inc., conducting business under the name QumulusAI (“QumulusAI”), relating to a proposed merger between the Company and QumulusAI.
| Item 8.01 | Other Events. |
On April 7, 2025, the board of directors of the Company authorized the Company’s management to initiate wind-down activities and continue exploring monetization of assets and out-licensing opportunities.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, expectations and events and include, but are not limited to, the Company’s ability to out-license or otherwise monetize its assets, intellectual property and technologies and its plans with respect to pursuing winding-down its operations. Forward-looking statements are neither historical facts nor assurances of future performance or events. Instead, they are based only on current beliefs, expectations, and assumptions regarding future business developments, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Forward-looking statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside the Company’s control.
Actual results, conditions, and events may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results, conditions, and events to differ materially from those indicated in the forward-looking statements include, but are not limited to: availability and sufficiency of cash to complete an orderly wind-down of the Company’s business; the Company’s ability to out-license or otherwise monetize its assets and intellectual property and the amount of cash, if any, received from such activities; the Company’s ability to obtain stockholder approval to wind down its business; the risk that the Company may need to seek protection of the bankruptcy court; and other risks and uncertainties including those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements.
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.
Dated: April 11, 2025
| VINCERX PHARMA, INC. | ||
| By: | /s/ Raquel E. Izumi | |
| Name: | Raquel E. Izumi | |
| Title: | Acting Chief Executive Officer | |