LifeSci Acquisition Corp. ("LSAC"), Nasdaq: LSAC, LSACU and LSACW,
a blank check company targeting the biopharma, medical technology,
digital health and healthcare services sectors and Vincera Pharma,
Inc., a biopharmaceutical company aspiring to address the unmet
medical needs of patients with cancer through paradigm-shifting
therapeutics, today announced that they have entered into a
definitive agreement for a business combination.
The combined company is expected to have approximately $60
million in cash at closing. In addition, it is expected that LSAC
will be renamed Vincera Pharma, Inc. and the combined company’s
common stock will remain listed on The Nasdaq Capital Market under
the new ticker symbol “VINC.” Post-closing, stockholders will
include Acuta Capital, RTW Investments, Surveyor Capital (a Citadel
company), Logos Capital, EcoR1 Capital, Perceptive Advisors, Boxer
Capital of Tavistock Group, Monashee Investment Management, Altium
Capital, and Affinity Asset Advisors.
Proceeds from the transaction will provide Vincera with capital
and the flexibility of being a publicly listed company to
accelerate the growth of their pipeline, currently driven by an
exclusive option to license agreement with Bayer for an oncology
portfolio, which includes a highly selective, clinical-stage
PTEFb/CDK9 inhibitor, as well as a preclinical bioconjugation
platform developed to overcome the limitations of antibody and
small molecule drug conjugates. Vincera will be led by Chief
Executive Officer, Ahmed Hamdy, M.D., cofounder of Acerta Pharma BV
and former Chief Medical Officer of Pharmacyclics LLC, along with
an experienced management team who brings a successful track record
in discovering and developing blockbuster oncology drugs.
"LSAC was created to identify and partner with an exceptional
company poised to execute on a compelling development program that
would benefit from our cash resources and a public listing,"
said Andrew I. McDonald, Ph.D., Chief Executive Officer of
LSAC and Founding Partner of LifeSci Partners. “We believe Vincera
is the ideal partner for LSAC and are confident that the highly
experienced management team, with a proven track record in
launching oncology blockbusters, are prepared to lead Vincera as a
publicly listed company. This transaction leaves Vincera with a
strong balance sheet and well positioned to reach important
inflection points to deliver value to our impressive list of
stakeholders, while also creating opportunities for new investors
in the future.”
Dr. Hamdy said, "Our vision at Vincera is clear. We have
assembled a world-class management team with an industry-leading
track record for company formation and drug development of targeted
oncology therapeutics. We are strategically focused on addressing
the unmet medical needs of our patients with the potential for
accelerated approvals and look to leverage strong partnerships to
build and advance our pipeline. We are thrilled to partner with
LSAC and believe this transaction will allow us to fully realize
our team’s potential to develop differentiated assets to
proof-of-concept, while optimizing their commercial value.”
The Boards of Directors of LSAC and Vincera have unanimously
approved the merger and related agreements and transactions. In
connection with the merger, stockholders of Vincera and certain
stockholders of LSAC will be entering into a voting agreement
relating to the nomination and election of directors of the
combined company following the merger. Completion of the merger is
subject to approval of LSAC’s stockholders; the execution of a
definitive license agreement with Bayer providing Vincera with
certain rights and obligations with respect to Vincera’s expected
product candidates; and other customary closing conditions,
including a definitive proxy statement being filed with the
Securities and Exchange Commission (the “SEC”). The transaction is
currently expected to be completed in the fourth quarter of
2020.
Additional information about the merger and related
transactions, including a copy of the merger agreement, other
related agreements and an investor presentation, will be provided
in a Current Report on Form 8-K to be filed by LSAC with the SEC
and available at www.sec.gov.
Summary of Transaction
LSAC raised $66 million in its IPO, which is now held in a trust
account. Under the terms of the proposed transaction announced
today, LSAC will issue 5.5 million shares of its common stock to
current securityholders of Vincera upon the closing of the proposed
transaction. These Vincera stockholders may also receive, subject
to the terms of the merger agreement, up to an additional 6.0
million shares of LSAC common stock based on the daily volume
weighted average share price of LSAC common stock in any 20 trading
days within a 30 trading day period: 2.0 million shares if the
share price exceeds $20.00 prior to the 42 month anniversary of the
closing, an additional 2.0 million shares if the share price
exceeds $35.00 prior to the six year anniversary of the closing,
and an additional 2.0 million shares if the share price exceeds
$45.00 prior to the eight year anniversary of the closing.
Assuming no redemption from LSAC stockholders, it is estimated
that the current stockholders of Vincera will own approximately 40%
of the issued and outstanding common stock of the combined company
at closing (excluding the public and private LSAC warrants from
this calculation).
Post-closing, Ahmed Hamdy and Raquel Izumi from Vincera will
join Andrew McDonald and Chris Lowe from LSAC, along with five
independent directors on the nine-person Board of Directors.
The description of the business combination contained herein is
only a summary and is qualified in its entirety by reference to the
definitive merger agreement relating to the business combination, a
copy of which will be filed by LSAC with the Securities and
Exchange Commission (“SEC”) as an exhibit to a Current Report on
Form 8-K.
About
Vincera Pharma, Inc.
Vincera is a recently formed clinical-stage life sciences
company focused on leveraging its extensive development and
oncology expertise to advance new therapies intended to address
unmet medical needs for the treatment of cancer. Vincera’s
executive team has assembled a management team of biopharmaceutical
experts with extensive experience in building and operating
organizations that develop and deliver innovative medicines to
patients. Vincera’s current pipeline is derived from an exclusive
option to license agreement with Bayer and includes (i) a
clinical-stage and follow-on small molecule drug program and (ii) a
preclinical stage bioconjugation/next-generation antibody-drug
conjugate platform. The company intends to develop multiple
products through clinical proof-of-concept and potentially through
Accelerated Approval in the United States. For more information,
please visit www.vincerapharma.com.
About
LifeSci Acquisition Corp.
LifeSci Acquisition Corp. (Nasdaq: LSAC, LSACU AND LSACW) is a
blank check company formed for the purpose of entering into a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business
combination with one or more businesses or entities, pursuing
targets that are focused on healthcare innovation in North America
or Europe. For more information, please
visit www.lifesciacquisition.com.
Cautionary Statement
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended, that are intended to be covered
by the “safe harbor” created by those sections. Forward-looking
statements, which are based on certain assumptions and describe
future plans, strategies, expectations and events, can generally be
identified by the use of forward-looking terms such as “believe,”
“expect,” “may,” “will,” “should,” “would,” “could,” “seek,”
“intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” or
other comparable terms. All statements other than statements of
historical facts included in this communication are forward-looking
statements. Forward-looking statements include, but are not limited
to: Vincera’s business model, pipeline, strategy and product
candidates; Vincera’s expectations with respect to the Bayer
license; the expected capital of the combined company following the
closing of the business combination and expected uses of such
capital; the anticipated benefits of the proposed business
combination; and the expected timing of completion of the proposed
transaction. Forward-looking statements are neither historical
facts nor assurances of future performance or events. Instead, they
are based only on current beliefs, expectations and assumptions
regarding future business developments, future plans and
strategies, projections, anticipated events and trends, the economy
and other future conditions. Forward-looking statements are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control.
Actual results, conditions and events may differ materially from
those indicated in the forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements.
Important factors that could cause actual results, conditions and
events to differ materially from those indicated in the
forward-looking statements include, but are not limited to: general
economic, financial, legal, political and business conditions and
changes in domestic and foreign markets; the potential effects of
the COVID-19 pandemic; the inability of the parties to enter into
definitive agreements or successfully or timely consummate the
proposed transactions or to satisfy the other conditions to the
closing of the proposed transactions, including the risk that the
Bayer license agreement is not entered into, and the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company; risks associated with preclinical or clinical
development conducted prior to Vincera’s in-licensing; the risk
that the approval of the stockholders of LSAC for the proposed
transactions is not obtained; failure to realize the anticipated
benefits of the proposed transactions, including as a result of a
delay in consummating the proposed transactions or difficulty in,
or costs associated with, integrating the businesses of LSAC and
Vincera; the amount of redemption requests made by LSAC’s
stockholders; the occurrence of events that may give rise to a
right of one or both of LSAC and Vincera to terminate the merger
agreement; risks related to the rollout of Vincera’s business and
the timing of expected business milestones; changes in the
assumptions underlying Vincera’s expectations regarding its future
business or business model; Vincera’s ability to develop and
commercialize product candidates; the availability of capital; the
effects of competition on Vincera’s future business; and the risks
and uncertainties set forth in LSAC’s reports on Forms 10-K, 10-Q
and 8-K filed with or furnished to the SEC and other written
statements made by LSAC from time to time. There can be no
assurance that the proposed transaction will in fact be consummated
in the manner described or at all. Forward -looking statements
speak only as of the date hereof, and LSAC and Vincera disclaim any
obligation to update any forward-looking statements.
Additional Information
In connection with the proposed transactions, LSAC will file
with the SEC a proxy statement on Schedule 14A. A definitive proxy
statement will be sent to holders of LSAC’s common stock when it
becomes available. Investors and securityholders and other
interested parties are urged to read the proxy statement, and any
other documents filed with the SEC when they become available,
carefully and in their entirety because they contain important
information. Investors and securityholders may obtain free copies
of the preliminary proxy statement and definitive proxy statement
(when available) and other documents filed with the SEC by LSAC
through the website maintained by the SEC at http://www.sec.gov, or
by directing a request to: LifeSci Acquisition Corp., 250 W. 55th
St., #3401, New York, NY 10019.
Participants in the Solicitation
LSAC and Vincera and their respective directors and executive
officers and other members of management and employees may be
considered participants in the solicitation of proxies with respect
to the proposed transactions. Information about the directors and
executive officers of LSAC and Vincera will be set forth in the
definitive proxy statement and other relevant materials to be filed
by LSAC with the SEC regarding the proposed transactions.
Stockholders, potential investors and other readers should read the
definitive proxy statement carefully when it becomes available
before making any voting or investment decisions. These documents
can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This communication shall not 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 such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
Contacts
LifeSci Acquisition Corp.David DobkinCFO250 West 55th StreetNew
York, NY 10019(212) 915-2571david@lifesciacquisition.com
Vincera Pharma, Inc.Raquel IzumiCOO4500 Great America
ParkwaySanta Clara, CA 95054
LifeSci Acquisition (NASDAQ:LSACW)
Historical Stock Chart
From Apr 2024 to May 2024
LifeSci Acquisition (NASDAQ:LSACW)
Historical Stock Chart
From May 2023 to May 2024