Fresh Tracks Therapeutics Announces Board Approval of Plan of Liquidation and Dissolution

Company intends to make cash distributions currently estimated to be between $5 million and $7 million, or $0.84 to $1.17 per share, to shareholders following shareholder approval and the filing of the certificate of dissolution

BOULDER, Colo., Sept. 19, 2023 (GLOBE NEWSWIRE) -- Fresh Tracks Therapeutics, Inc. (the “Company” or “Fresh Tracks”) (Nasdaq: FRTX) today announced that, after conducting an extensive potential strategic alternatives process and careful consideration of the outcomes of this, its Board of Directors has approved a plan of liquidation and dissolution of the Company (the “Plan of Dissolution”). In connection with the liquidation and dissolution of the Company, which is subject to shareholder approval, the Company intends to distribute all remaining cash to shareholders. Additionally, in order to reduce costs, Fresh Tracks is discontinuing all clinical and preclinical development programs, and reducing its workforce, which includes the termination of most employees, by early October 2023, except for certain employees, consultants, and advisors who will supervise or facilitate the dissolution and wind down of the Company.

“After conducting an extensive and thorough evaluation of strategic options for the Company throughout this year, the Board of Directors has unanimously concluded that it is in the best interests of our shareholders to dissolve and liquidate the Company in an orderly fashion, and return all remaining cash to shareholders,” commented Andrew Sklawer, President and Chief Executive Officer of Fresh Tracks. “Over the past several months, the Board and management have worked together with our external advisors to identify, evaluate and pursue a range of different strategic opportunities, which included but was not limited to potential mergers, reverse mergers, and acquisitions, to maximize shareholder value. However, this process did not yield a potential transaction that would provide greater and more certain realizable value to shareholders than the complete dissolution and liquidation of the Company with distribution of all remaining cash to shareholders.”

Plan of Liquidation and Dissolution

The Board and executive management team, with assistance from the Company’s exclusive financial advisor, MTS Health Partners, LP, completed a months-long evaluation of strategic alternatives for the Company, both within life sciences and considering other industries, with the goal of maximizing shareholder value. During this evaluation process, the Company paused substantially all of its research and development activities and reduced its headcount in order to significantly reduce operating expenses and conserve capital resources. Upon completion of this evaluation, the Board has unanimously approved the dissolution and liquidation of the Company, subject to shareholder approval, pursuant to the Plan of Dissolution. The Company plans to hold a special meeting of shareholders in the fourth quarter of 2023 to seek approval of the liquidation and dissolution of the Company and 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 liquidation and dissolution of the Company and the Plan of Dissolution, the Company intends to file a certificate of dissolution, delist its shares of common stock from The Nasdaq Capital Market, satisfy, resolve or make provision for its remaining liabilities and obligations, including but not limited to contingent liabilities and claims 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, and make distributions to its shareholders of remaining cash available for distribution based upon their proportionate ownership at the time of the filing of the certificate of dissolution, subject to applicable legal requirements. 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.