$TOCA
Tocagen is holding a special meeting of its stockholders (the “Tocagen special meeting”) in order to obtain the stockholder approvals necessary to complete the Merger and related matters. At the Tocagen special meeting, which will be held at 9:00 a.m. local time, on June 11, 2020 at the offices of Cooley LLP, 4401 Eastgate Mall, San Diego, CA 92121, unless postponed or adjourned to a later date, Tocagen will ask its common stockholders to, among other things:
1.
approve an amendment to the amended and restated certificate of incorporation of Tocagen to effect a reverse stock split of Tocagen’s common stock at a ratio within the range between 8-for-1 and 15-for-1 (with such ratio to be mutually agreed upon by Tocagen and Forte prior to the effectiveness of the Merger);
2.
approve (i) the issuance of shares of Tocagen capital stock pursuant to the Merger, which will represent more than 20% of the shares of Tocagen Common Stock outstanding immediately prior to the Merger, and (ii) the change of control resulting from the Merger, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively; and
3.
approve a postponement or adjournment of the Tocagen special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 or 2.
