On November 11, 2024, Recombinetics, Inc. (“Recombinetics” or “the Company”) announced a restructuring process intended to pave the way for a sale of substantially all of the Company’s assets.

To facilitate a sale, Recombinetics and multiple wholly owned subsidiaries have filed petitions for voluntary reorganization under Sub-Chapter 5 of Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the District of Delaware. In addition, Recombinetics is entering the Court-supervised auction process with a “stalking horse” bidder that has made a bid for the Company’s assets, which will set a minimum price for other bidders.

The decision to file for Chapter 11 protection follows a strategic review process that Recombinetics has undertaken in recent months. As part of this review, Recombinetics explored various alternatives, including potential new financing and both in-court and out-of-court restructuring processes.

Together with its advisors, the Company determined that a sale of Recombinetics’ assets through an in-court restructuring was the right option to maximize value for all of its stakeholders.

Throughout the process, our operations will continue as normal without interruption; we will continue paying vendors, employees, and other partners in the ordinary course of business.

Chapter 11 is a section of the U.S. Bankruptcy Code that Recombinetics can utilize to recapitalize its business in an efficient and orderly manner with no interruption to Recombinetics’ operations. Chapter 11 in the United States is a well-established legal process that enables companies to reorganize while receiving protection from creditors.

Recombinetics’ restructuring process, including the Chapter 11 filing, is intended to pave the way for a sale of substantially all of the Company’s assets. The decision to file for Chapter 11 protection follows a strategic review process that Recombinetics has undertaken in recent months.

As part of the strategic review, Recombinetics explored various alternatives, including potential new financing and both in-court and out-of-court restructuring processes. Together with its advisors, the Company determined that a sale of Recombinetics’ assets through an in-court restructuring was the right option to maximize the value of its business and create the best path forward for all of its stakeholders.

A Chapter 11 solution is an efficient mechanism to carry out Recombinetics’s goals, allowing the Company to restructure its business and complete the transaction with no interruption to its operations.

The Company is confident that the restructuring process and planned sale of substantially all of the Company’s assets will not impact ongoing operations. The Company intends to continue operating as usual, including paying vendors, employees and other partners, and is seeking the necessary Court approval to do so. The Company has no intention of liquidating.

Recombinetics and multiple wholly owned subsidiaries, including Acceligen, Inc., Regenevida, Inc., Surrogen, Inc., and Therillume, Inc. have filed for Chapter 11 protection.

No.

The Delaware Bankruptcy Court is an increasingly common venue in which to pursue Chapter 11 cases and provides Recombinetics an appropriate venue to effectuate its restructuring.

Recombinetics is currently beginning a marketing process to sell substantially all of its assets. As part of that process, the Company is seeking Court approval of several motions, including a motion to approve bidding procedures, which will establish the policy by which the Company will seek additional bids for substantially all of the Company’s assets. If necessary, an auction will be held to obtain best and final bids. Our goal is to finalize a sale within the fourth quarter of 2024 or early 2025.

Yes. Recombinetics is seeking Court approval of financing that will help the Company restructure and continue operating while in bankruptcy. With this additional debtor-in-possession (DIP) financing, the Company will have sufficient liquidity to continue operating through the restructuring and sale process.

The extensive marketing efforts conducted by Recombinetics’ investment banker before filing for Bankruptcy should help bring this process to a conclusion quickly, with a goal of finalizing a sale of substantially all of the Company’s assets within the fourth quarter of 2024 or early 2025.

Yes, among the parties that have expressed interest in acquiring substantially all of Recombinetics assets is a “stalking horse” bidder (Trans Ova Genetics Technologies, A division of URUS) in the Court-supervised auction process. This means that even if no additional bids emerge during the auction process, there is a committed buyer lined up. Other parties are also permitted to submit a bid, and the Company will continue to solicit interest from them.

No. Given that this case is filing for Chapter 11 Bankruptcy under Sub-Chapter 5, there will be no Committee of Unsecured Creditors formed unless the Court orders otherwise.

Recombinetics shares are privately held. The impact of the restructuring process on the Company’s stockholders will depend on the sale process and the plan of reorganization to be proposed and confirmed by the Court.

If a vendor has not been paid for any goods or services provided before the date when Recombinetics filed for Chapter 11 Bankruptcy, the vendor may have a “pre-petition claim” which cannot be paid without Bankruptcy Court approval.

If you believe you have a pre-petition claim for goods and/or services provided to Recombinetics before the date when the Company filed for Chapter 11 Bankruptcy, you may need to file a proof of claim with the Bankruptcy Court to be eligible for payment on your claim. Please consult an attorney for guidance. The claims filing process will be established in the coming weeks, and you will receive additional notice regarding applicable procedures.

A party has a “claim” if it is owed money by Recombinetics for a debt that arose before the Chapter 11 filing date (November 11, 2024). To record the claim, a party should file a “proof of claim” to establish how much money it is owed and the nature of the debt.

The terms “claim” and “proof of claim” are unrelated to the term “claim” as it is used in the context of insurance.

If you believe that you are owed money by Recombinetics for any goods or services provided to the Company before the Chapter 11 Bankruptcy filing date of November 11, 2024 that have not been paid, you should consider filing a proof of claim.

If you believe you may have a claim in these cases, you should consult with legal counsel.  Neither Recombinetics nor its claims agent, Reliable, can provide any advice on whether you should file a proof of claim.

If you choose to file a claim, you can find instructions on how to do so, as well as links to the applicable claim forms at the following website: https://bankruptcy-claims.com/RCI. Proof of claim forms and related documentation must be actually received on or before a bar date to be set by the Bankruptcy Court.

A Bar Date is the Court-approved deadline for filing claims against Recombinetics. As part of the bankruptcy process, the notice of the Bar Date is provided to all potential creditors and parties that are known to Recombinetics. The purpose of this notice is to inform known and unknown parties that may hold claims against Recombinetics of the deadline and process to file a claim.

The fact that you received this notice does not mean that you have a claim against Recombinetics, or that Recombinetics or the Bankruptcy Court believes you have a claim against Recombinetics.

• As part of the bankruptcy process, Recombinetics is required to send notice of certain documents to all individuals and entities that it believes are ‘parties-in-interest’ and/or may have a claim in the bankruptcy cases. By virtue of their stock ownership, Shareholders are considered parties-in-interest and included in that list.

• Based on the results of the Auction for substantially all of Recombinetics’ assets, the Company does not currently anticipate any value will remain with the Company following the closing of the sale of substantially all of Recombinetics’ assets (the “Sale”).
• Recombinetics does not anticipate there being sufficient funds to file a plan of liquidation (the “Plan”) as initially intended.
• The determination date for the value of Recombinetics’ stock will be the closing date of the Sale. The outside closing date for the Sale is January 2, 2025.

• The Company cannot advise Shareholders as to the actions they should take, or otherwise provide any legal advice to Shareholders. Shareholders should contact their tax preparers and legal counsel to discuss any concerns they may have.
• The bankruptcy cases provide parties in interest with an opportunity to file a proof of claim form to assert any claims they may have against Recombinetics or the other debtor entities. No deadline for filing proofs of claim has been set, but the proof of claim form is available on the bankruptcy case website here: https://www.bankruptcy-claims.com/RCI/CaseHome.aspx

• Given the commencement of the bankruptcy cases, the current fair market value of Recombinetics’ shares is presently unknown. The Company is currently working on consummating a Sale of all of its assets.
• Based on the results of the Auction for substantially all of Recombinetics’ assets, the Company does not currently anticipate any value will remain with the Company following the closing of the Sale.
• Recombinetics does not anticipate there being sufficient funds to file a Plan as initially intended. The determination date for the value of Recombinetics’ stock will be the closing date of the Sale.
• The Bankruptcy Court is scheduled to consider the proposed Sale on December 20, 2024, and the outside date to close the Sale is January 2, 2025.

• The Debtors anticipate that the ultimate disposition of the shares will be known for tax purposes in the 2025 calendar year following the closing of the Sale.

• Assets held in your 401(k) are excluded from the bankruptcy cases.
• The 401(k) Safe-harbor Plan is controlled by the corresponding 401(k) Plan Documents. Please reference any Plan Documents and consult your tax preparer and/or legal counsel with any questions.