NEW YORK and LONDON, Oct. 2,
2019 /PRNewswire/ -- Health Sciences Acquisitions
Corporation ("HSAC," NASDAQ: HSAC), a special purpose acquisition
company sponsored by RTW Investments, and Immunovant Sciences Ltd.
("Immunovant"), a clinical-stage biopharmaceutical company focused
on enabling normal lives for patients with autoimmune diseases,
today announced that they have entered into a definitive share
exchange agreement ("SEA"). HSAC will acquire 100% of the issued
and outstanding shares in Immunovant. Upon closing, the combined
company will be called Immunovant, Inc.
"We are thrilled to have the opportunity to partner with the
team at Immunovant. We believe IMVT-1401 is a uniquely
compelling asset within the FcRn drug class, which we expect will
become a cornerstone therapy for treating many auto-antibody driven
diseases," said Roderick T. Wong,
M.D., President, Chief Executive Officer and Chairman of HSAC and
Managing Partner and Chief Investment Officer of RTW
Investments.
In addition to the merger described above, Immunovant also
announced today that it completed a $35
million private bridge financing with RTW Investments, BVF
Partners, and Roivant Sciences Ltd. ("Roivant"). The notes issued
in this financing will convert into common shares of Immunovant
immediately prior to the closing of the business combination.
The combined company is expected to have more than $100 million at closing and will be led by
Immunovant's experienced management team, headed by Chief Executive
Officer Pete Salzmann, M.D. HSAC has
received written commitments from certain HSAC shareholders to vote
in favor of the transaction and to not redeem their shares, which,
in aggregate, more than satisfies the minimum cash closing
condition set forth in the SEA. Current HSAC shareholders
supporting the transaction include RTW Investments, Adage Capital
Management, Cormorant Asset Management, Eventide Asset Management,
and Perceptive Advisors.
"I am proud of the many milestones delivered by the Immunovant
team this year, including completion of a comprehensive Phase 1
program demonstrating robust IgG reductions with simple
subcutaneous injections and initiation of a broad Phase 2 program
with both first-in-class and best-in-class potential in multiple
diseases with high unmet patient need. We believe the potency of
IMVT-1401 and the ability to administer IMVT-1401 as a simple
subcutaneous injection represent important potentially
differentiating features of this product candidate. Today's
financing transaction will allow us to continue to pursue our
vision of enabling normal lives for patients with autoimmune
diseases," said Pete Salzmann, M.D.,
Chief Executive Officer of Immunovant.
Immunovant is developing IMVT-1401, a fully human anti-FcRn
monoclonal antibody with the potential to treat IgG-mediated
autoimmune diseases. IMVT-1401 is the result of a multi-year
research program by Immunovant's partner, HanAll Biopharma, to
engineer a highly potent anti-FcRn antibody specifically optimized
for subcutaneous injection with a small gauge needle. In a Phase 1
study of healthy volunteers receiving 4 weekly subcutaneous
injections, IMVT-1401 delivered a mean IgG reduction of 63% at a
dose of 340 mg and a mean IgG reduction of 78% at a dose of 680
mg.
Proceeds from this transaction are expected to finance Phase 2
development of IMVT-1401 in three indications. IMVT-1401 is
currently being tested in a Phase 2a trial for Graves'
ophthalmopathy (potentially a first-in-class anti-FcRn), with
top-line data expected by Q1 2020, and in a Phase 2a trial for
myasthenia gravis, with top-line data expected by Q2 2020.
Immunovant plans to file an IND for a third indication, warm
autoimmune hemolytic anemia, later this year. The company also
intends to pursue additional indications in the future.
A corporate presentation describing Immunovant's development
plans can be found at www.immunovant.com.
Summary of Transaction
On September 29, 2019, HSAC
entered into the SEA with Immunovant and its shareholders,
including Roivant. Upon the closing of the transactions
contemplated in the SEA, HSAC will acquire all of the shares of
Immunovant for the consideration described below, and Immunovant
will become a wholly owned subsidiary of HSAC.
Upon the closing of the transactions, the current Immunovant
shareholders will sell to HSAC, and HSAC will purchase from the
current Immunovant shareholders, all of the issued and outstanding
Immunovant shares, and HSAC will issue (or reserve for issuance
upon the exercise of options) approximately 43 million HSAC shares
to the current Immunovant shareholders. The aggregate value of the
consideration to be paid by HSAC in the business combination is
$395 million, before giving effect to
Immunovant's bridge financing.
Assuming no redemption from HSAC shareholders, it is estimated
that the current security holders of Immunovant will own
approximately 77% of the combined company.
Immunovant shareholders may, subject to the terms of the SEA,
receive up to an additional 20 million HSAC shares (the
"Earnout Shares"): 10 million shares if the share price
exceeds $17.50 by March 31,
2023 and an additional 10 million shares if the share price
exceeds $31.50 by March 31,
2025.
In connection with the transactions, HSAC's sponsor has agreed
to cancel all 10 million of its private warrants. Furthermore,
subject to terms of the SEA, 1.8 million of the sponsor's founder
shares will be cancelled unless HSAC's common stock exceeds certain
stock prices on substantially identical terms and conditions as the
Earnout Shares.
The description of the transaction contained herein is only a
high-level summary and is qualified in its entirety by reference to
the definitive agreement relating to the transaction. A copy of the
definitive agreement, this press release and a corporate
presentation will be filed today by HSAC with the Securities and
Exchange Commission (the "SEC") as exhibits to a Current Report on
Form 8-K, which can be accessed through the SEC's website at
www.sec.gov.
Chardan is acting as HSAC's M&A and capital markets advisor.
Leerink is acting as financial advisor to Immunovant. Loeb &
Loeb LLP is representing HSAC. Cooley LLP is representing
Immunovant.
About Immunovant
Immunovant, a member of the Roivant family of companies, is a
clinical-stage biopharmaceutical company focused on enabling normal
lives for patients with autoimmune diseases. Immunovant is
developing IMVT-1401, a novel, fully human anti-FcRn monoclonal
antibody, as a subcutaneous injection for the treatment of
autoimmune diseases mediated by pathogenic IgG antibodies. For
further information about Immunovant, please visit
www.immunovant.com.
About Roivant
Roivant Sciences aims to improve health by rapidly delivering
innovative medicines and technologies to patients. Roivant does
this by building Vants – nimble, entrepreneurial biotech, and
healthcare technology companies with a unique approach to sourcing
talent, aligning incentives, and deploying technology to drive
greater efficiency in R&D and commercialization. For further
information about Roivant, please visit www.roivant.com.
About Health Sciences Acquisitions Corporation
HSAC is a Delaware company
established for the purpose of entering into a merger, share
exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more
businesses or entities. On May 14,
2019, HSAC raised $115 million
to achieve this goal. As of June 30,
2019, there was approximately $115.3
million in HSAC's trust account. HSAC is sponsored by RTW
Investments.
About RTW Investments
RTW Investments, LP ("RTW") is a New
York-based investment firm that focuses on identifying
transformational and disruptive innovations in biopharmaceutical
and medical technologies. As a leading partner of industry and
academia, RTW utilizes deep scientific expertise and a rigorous and
comprehensive process to support emerging medical therapies. For
further information about RTW, please visit www.rtwfunds.com.
Important Notice Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. Statements that are not
historical facts, including statements about the pending business
combination between HSAC and the stockholders of Immunovant and the
transactions contemplated thereby, and the parties' perspectives
and expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the proposed
transaction, including the anticipated initial enterprise value,
cash available at closing, the anticipated use of the combined
company's cash and cash equivalents, initiation, timing, progress,
and reporting of results of Immunovant's development programs, the
potential benefits of Immunovant's product candidates, the benefits
of the proposed transaction, integration plans, anticipated future
financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the transactions. The
words "expect," "believe," "estimate," "intend," "plan" and similar
expressions indicate forward-looking statements. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the
actual results to vary materially from those indicated or
anticipated.
Such risks and uncertainties include, but are not limited to:
(i) risks related to the expected timing and likelihood of
completion of the pending transaction, including the risk that the
transaction may not close due to one or more closing conditions to
the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or
that a governmental entity prohibited, delayed or refused to grant
approval for the consummation of the transaction or required
certain conditions, limitations or restrictions in connection with
such approvals; (ii) risks related to the ability of HSAC and
Immunovant to successfully integrate the businesses; (iii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the applicable transaction
agreements; (iv) the risk that there may be a material adverse
change with respect to the financial position, performance,
operations or prospects of Immunovant or HSAC; (v) risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; (vi) the risk that any announcements
relating to the proposed transaction could have adverse effects on
the market price of HSAC's common stock; (vii) risks associated
with the financing of the proposed transaction; and (viii) risks
related to the timing, cost and results of Immunovant's clinical
trials and regulatory submissions. A further list and description
of risks and uncertainties can be found in HSAC's Registration
Statement filed on Form S-1 filed with the Securities and Exchange
Commission (the "SEC") on May 3,
2019, in HSAC's quarterly reports on Form 10-Q filed with
the SEC subsequent thereto and in the proxy statement on Schedule
14A that will be filed with the SEC by HSAC in connection with the
proposed business combination, and other documents that the parties
may file or furnish with the SEC, which you are encouraged to read.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to
place undue reliance on these forward-looking statements.
Forward-looking statements relate only to the date they were made,
and HSAC, Immunovant, and their subsidiaries undertake no
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made except as required
by law or applicable regulation.
Disclaimer
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation, or sale would be unlawful prior to the registration
or qualification under the securities laws of any such
jurisdiction.
Participants in Solicitation
HSAC, Immunovant, and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
HSAC common stock in respect of the proposed transaction.
Information about HSAC's directors and executive officers and their
ownership of HSAC's common stock is set forth in HSAC's
Registration Statement filed on Form S-1 filed with the SEC on
May 3, 2019, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the interests of
the participants in the proxy solicitation will be included in the
proxy statement pertaining to the proposed transaction when it
becomes available. These documents can be obtained free of charge
from the sources indicated below.
Additional Information and Where to Find It
In connection with the transaction described herein, HSAC has
filed and will file relevant materials with the SEC, including a
proxy statement on Schedule 14A. Promptly after filing its
definitive proxy statement with the SEC, HSAC will mail the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the
transaction. Investors and security holders of HSAC are urged to
read these materials (including any amendments or supplements
thereto) and any other relevant documents in connection with the
transaction that HSAC will file with the SEC when they become
available because they will contain important information about
HSAC, Immunovant and the transaction. The preliminary proxy
statement, the definitive proxy statement and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by HSAC with the SEC, may
be obtained free of charge at the SEC's website (www.sec.gov) or by
writing to HSAC at 412 West 15th Street, Floor 9. New York, NY 10011.
Contacts:
Sandeep Kulkarni, M.D.
Chief Operating Officer
Immunovant, Inc.
info@immunovant.com
Stephanie A. Sirota
Vice President of Corporate Strategy and Corporate
Communications
Health Sciences Acquisitions Corporation
hsac@rtwfunds.com
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SOURCE Health Sciences Acquisitions Corporation and
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