resTORbio, Inc. (NASDAQ: TORC)
According to the Complaint, resTORbio, Inc. is a clinical-stage biopharmaceutical company that develops innovative medicines that target the biology of aging to treat aging-related diseases.
On April 28, 2020, resTORbio, Inc.'s Board of Directors caused resTORbio to enter into an agreement and plan of merger with Adicet Bio, Inc. Upon the closing of the Proposed Transaction, stockholders of Adicet are expected to own approximately 75% of the outstanding common stock of resTORbio, while shareholders of resTORbio are expected to own approximately 25%.
On June 23, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission, which recommends that the Company's stockholders vote to approve, among other things, the issuance of stock in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.