ANEW Medical Completes Major Transaction, Changes Control
Ticker: GRMLW · Form: 8-K · Filed: Jun 27, 2024 · CIK: 1907223
Sentiment: mixed
Topics: acquisition, change-of-control, equity-sale
TL;DR
ANEW Medical just did a big deal, changed hands, and sold some stock. Big changes ahead.
AI Summary
On June 21, 2024, ANEW Medical, Inc. (formerly Redwoods Acquisition Corp.) completed a significant transaction, entering into a material definitive agreement and potentially undergoing a change in control. The company also addressed unregistered sales of equity securities and modifications to security holder rights. This filing indicates substantial corporate activity and potential shifts in the company's structure and ownership.
Why It Matters
This 8-K filing signals a major corporate event for ANEW Medical, Inc., potentially involving a change in control and significant asset disposition or acquisition, which could impact its future strategy and shareholder value.
Risk Assessment
Risk Level: high — The filing indicates a change in control and completion of a significant acquisition or disposition, which inherently carries higher risk due to the uncertainty of future operations and strategic direction.
Key Players & Entities
- ANEW Medical, Inc. (company) — Filer and subject of the report
- Redwoods Acquisition Corp. (company) — Former name of ANEW Medical, Inc.
- 0001907223 (company) — Central Index Key for ANEW Medical, Inc.
FAQ
What was the specific nature of the material definitive agreement entered into by ANEW Medical, Inc. on June 21, 2024?
The filing indicates the entry into a material definitive agreement but does not provide specific details on its nature within the provided text.
What was the completion date of the acquisition or disposition of assets by ANEW Medical, Inc.?
The completion of the acquisition or disposition of assets occurred on June 21, 2024.
Did ANEW Medical, Inc. engage in unregistered sales of equity securities?
Yes, the filing lists 'Unregistered Sales of Equity Securities' as an item of information.
What is the Central Index Key (CIK) for ANEW Medical, Inc.?
The Central Index Key for ANEW Medical, Inc. is 0001907223.
When did ANEW Medical, Inc. change its name from Redwoods Acquisition Corp.?
The date of the name change from Redwoods Acquisition Corp. to ANEW Medical, Inc. was January 27, 2022.
Filing Stats: 4,455 words · 18 min read · ~15 pages · Grade level 17.5 · Accepted 2024-06-27 17:00:40
Key Financial Figures
- $11.50 — EW Common Stock at an exercise price of $11.50 ("Public ANEW Warrants"); and (iii) Pub
- $360,000 — will also provide for a base salary of $360,000 and participation in the bonus program
Filing Documents
- ea0208358-8k_anewmed.htm (8-K) — 187KB
- ea020835801ex16-1_anewmed.htm (EX-16.1) — 3KB
- 0001213900-24-056719.txt ( ) — 455KB
- rwod-20240621.xsd (EX-101.SCH) — 3KB
- rwod-20240621_def.xml (EX-101.DEF) — 28KB
- rwod-20240621_lab.xml (EX-101.LAB) — 37KB
- rwod-20240621_pre.xml (EX-101.PRE) — 26KB
- ea0208358-8k_anewmed_htm.xml (XML) — 7KB
01 Entry into Material Agreement
Item 1.01 Entry into Material Agreement The disclosure set forth in the "Introductory Note" above is incorporated into this Item 1.01 by reference. Related Agreements Lock-Up Agreements On the Closing Date, Public ANEW entered into Lock-up Agreements (the "Lock-Up Agreements") with: Joseph Sinkule, Jon McGarity Shalom Hirschman, and Samuel Zentman (the "Holders"), pursuant to which they are contractually restricted from selling or transferring any of (i) their shares of Public ANEW Common Stock held immediately following the Closing (the "Lock-Up Shares"). Such restrictions became applicable commencing from the Closing Date and end the earliest of (i) the six-month anniversary of the Closing Date, and (ii) such date on which Public ANEW completes a liquidation, merger, stock exchange or other similar transaction that results in all of Public ANEW stockholders having the right to exchange their shares of Public ANEW Common Stock for cash, securities or other property (the "Lock-Up Trading Restrictions"). The foregoing summary is subject to and qualified in its entirety by reference to the Form of Lock-Up Agreement, which is filed hereto as Exhibit 10.1 and the terms of which are incorporated by reference herein to this Current Report on Form 8-K.
01. Completion of Acquisition or Disposition of
Item 2.01. Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. FORM 10 INFORMATION
01(f) of Form 8-K states that if the predecessor
Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as Redwoods was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, Public ANEW, as the successor issuer to Redwoods, is providing the information below that would be included in a Form 10 if Public ANEW were to file a Form 10. Please note that the information provided below relates to Public ANEW as the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. 2 Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking business and financial, of Public ANEW, Redwoods and ANEW. These statements are based on the beliefs and assumptions of the management of Public ANEW. Although Public ANEW believes that its plans, intentions and expectations reflected in or suggested by these forward-looking including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" or similar expressions, but the absence of these words does not mean that a statement is
Business
Business The business of Redwoods prior to the Business Combination is described in the Proxy Statement/Prospectus in the section titled "Other Information Related to Redwoods," beginning on page 109, and that information is incorporated herein by reference. The business of ANEW Medical, Inc. prior to the Business Combination is described in the Proxy Statement/Prospectus in the section titled "Information about ANEW," beginning on page 127, and that information is incorporated herein by reference.
Risk Factors
Risk Factors The risk factors related to Public ANEW's business and operations and the Business Combination are set forth in the Proxy Statement/Prospectus in the section titled "Risk Factors," beginning on page 19, and that information is incorporated herein by reference. Financial Information The audited financial statements of Redwoods as of and for the years ended December 31, 2023 and 2022, and the unaudited financial statements of Redwoods as of and for the quarter ended March 31, 2024 and 2023 set forth in Exhibit 99.1 hereto have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to SEC regulations and incorporated herein by reference. The audited financial statements of ANEW as of and for the years ended December 31, 2023 and 2022 and the unaudited financial statements of ANEW as of and for the quarter ended March 31, 2024 and 2023 set forth in Exhibit 99.2 hereto have been prepared in accordance with U.S. generally accepted accounting principles and pursuant to SEC regulations and incorporated herein by reference. The unaudited pro forma condensed combined financial information of financial and ANEW as of and for the year ended March 31, 2024 will be filed in an amendment to this Form 8-K as Exhibit 99.6.
Management's Discussion and Analysis of Financial Condition
Management's Discussion and Analysis of Financial Condition and Results of Operations Property Public ANEW does not have any material physical properties. 5
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial each person who is the beneficial owner of more than 5% of Public ANEW common stock; each of Public ANEW's current executive officers and directors; and all executive officers and directors of Public ANEW, as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security or the right to acquire such power within 60 days. The beneficial ownership of Public ANEW Common Stock is based on 15,130,393 shares of Public ANEW Common Stock issued and outstanding immediately following the consummation of the Business Combination. Unless otherwise indicated, Public ANEW believes that all persons named in the table have sole voting and investment power with respect to all Public ANEW Common Stock beneficially owned by them. The business address of each of the directors and officers will be 13576 Walnut Street, Suite A, Omaha, NE 68144. Name and Address of Beneficial Owner (1) Number of Shares Percent Owned Directors and Executive Officers Joseph Sinkule 2,514,966 16.6 % Peter Moriarty — — Miguel Chillon-Rodriguez — — Shalom Z. Hirschman 400,000 2.6 % Samuel Zentman 390,000 2.5 % Jon W. McGarity — — Edward Cong Wang 35,000 * All directors and executive officers as a group (7 individuals) 3,304,966 21.7 % Five Percent Holders: Redwoods Capital LLC (2) 3,115,000 20.6 % Chardan Capital Markets, LLC (3) 1,626,500 9.9 % All directors, executive officers and five percent holders as a group (8 individuals) 7,619,966 51.5 % * Less than 1%. (1) Based on a total of 15,130,393 shares of common stock issued and outstanding as of the d