- ANEW MEDICAL, INC. ("ANEW") has entered into a definitive
business combination agreement with Redwoods Acquisition Corp.
(NASDAQ: RWOD).
- ANEW is developing a platform and commercializing novel gene
therapies to alleviate and/or reverse the progression of
neurogenerative diseases.
- ANEW intends to use the proceeds from the transaction to
progress its lead gene therapy programs including for amyotrophic
lateral sclerosis (ALS) and Alzheimer's disease (AD).
NEW
YORK, May 30, 2023 /PRNewswire/ -- ANEW
MEDICAL, INC. ("ANEW" or the "Company"), an early-stage
biotechnology company focused on developing disruptive new
therapies to treat neurodegenerative diseases, announced today that
it has entered into a definitive merger agreement with Redwoods
Acquisition Corp. (NASDAQ: RWOD; "Redwoods"), a publicly traded
special purpose acquisition company, or SPAC. ANEW currently has
its common stock quoted on the OTC Markets under the symbol
"LEAS".
The transaction values the combined company at a pro forma
enterprise value of approximately US$94.0
million (assuming no redemptions) with existing ANEW
stockholders rolling over 100% of their equity into the combined
company. ANEW stockholders will be eligible to receive
additional shares pursuant to an earn-out based on the combined
company's stock performance following the closing of the
transaction. The transaction is expected to provide approximately
US$54 million of cash proceeds,
assuming no redemptions by Redwoods stockholders. These values
exclude up to five million of additional earn-out shares that would
be issued to ANEW stockholders if applicable stock
performance-based requirements are met. Upon completion of the
transaction, the combined company will operate as ANEW MEDICAL and
expects to remain listed on NASDAQ.
ANEW is dedicated to realizing the potential of gene therapies
to offer transformative patient outcomes in areas of high unmet
medical need and extending the reach of gene therapies to highly
prevalent neurodegenerative disorders. The Company has assembled a
portfolio of gene therapies in partnership with leading scientific
institutions and has built a core team with extensive experience in
the gene therapy, drug development, and commercialization space.
ANEW is initially focused on progressing programs that include
alpha Klotho-based gene therapies for ALS, Alzheimer's disease, and
Parkinson's disease.
Management Comments
Dr. Joseph Sinkule, CEO and Founder
of ANEW, welcomed the signing of the agreement, saying, "ANEW
is focused on developing disruptive new gene therapies to alleviate
and/or reverse the progression of devastating neurodegenerative
diseases. We are thrilled to be reaching this important milestone
and we believe it will be incredibly beneficial for our mission as
a company. The partnership with Redwoods as well as the listing on
NASDAQ constitute an ideal pathway to raise additional capital and
fund our strategic initiatives going forward. ANEW management looks
forward to creating significant shareholder value over the next
several years of product development and commercialization."
"We are delighted to announce the proposed merger with ANEW,"
said Mr. Jiande Chen, CEO of
Redwoods. "After undertaking a comprehensive process with external
advisors to explore and evaluate numerous potential business
combination partners, our board and management team believe this
transaction with ANEW represents the best opportunity to create
substantial value for our stockholders. This business combination,
if completed, will result in Redwoods investors having an equity
stake in a company that is focused on developing and
commercializing potentially disruptive gene therapies to improve
the lives of patients with neurodegenerative diseases. We are
thrilled to support ANEW in its transition to a public company and
to provide an avenue for ANEW to expeditiously meet its development
milestones."
Key transaction terms
The pro forma enterprise value of the combined company is up to
US$94 million, which includes up to
US$54 of cash held in the trust
account of Redwoods, which is subject to redemption by Redwoods
stockholders. These values exclude up to 5 million of additional
earn-out shares that would be issued to ANEW stockholders if
applicable stock performance-based requirements are met. The
transaction, which has been unanimously approved by the boards of
directors of ANEW and Redwoods, is subject to approval by their
respective stockholders and other closing conditions. The proposed
business combination contemplates that ANEW's stockholders will
roll 100% of their equity into the combined company and will be
eligible to receive additional shares pursuant to an earn-out based
on the combined company's future stock performance.
All cash remaining on the combined
company's balance sheet
at the closing of the transaction,
after the settlement of transaction-related expenses, is expected to be utilized
by the combined company for working capital, growth, and
other general corporate purposes. The proposed business combination
is expected to be completed by the fourth quarter of 2023.
A more detailed description of the transaction terms and a copy
of the definitive merger agreement will be included in a Current
Report on Form 8-K to be filed by Redwoods with the
United States Securities and Exchange Commission (the "SEC")
and available at www.sec.gov.
Advisors
Chardan is acting as M&A and capital markets advisor to
ANEW. Cyruli Shanks & Zizmor,
LLP is acting as legal
counsel to ANEW.
Loeb & Loeb LLP is acting as legal counsel
to Redwoods.
About ANEW
ANEW is a Wyoming corporation
with a primary focus on developing disruptive new therapies to
alleviate and/or reverse the progression of
neurodegenerative diseases
through the use of cell and gene therapy.
ANEW has assembled a team of highly experienced pharmaceutical
professionals and has licensed technologies that are essential and
life-saving. Deploying the cell and gene therapy that integrates a
proprietary gene splice variant called secreted klotho (s-KL) and
delivery of the gene construct to the cytoplasm of cells using an
adeno-associated virus (AAV) serotype 9 that concentrates the
expressed protein in the central nervous system (CNS) and another
AAV9 that has been shown to concentrate in muscle tissue.
About Redwoods
Redwoods Acquisition Corp. (NASDAQ: RWOD; "Redwoods") 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.
Important Information about the Proposed Business Combination
and Where to Find It
This press release relates to a proposed transaction between
Redwoods and ANEW. This press release does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
proposed business combination, Redwoods, ANEW and/or a successor
entity of the transaction intends to relevant materials with
the SEC, including a registration statement
on Form S-4 containing a proxy statement/prospectus
(the "Registration Statement") with the SEC. The Registration
Statement will include a proxy statement/prospectus to be
distributed to holders of Redwoods's common stock in connection
with Redwoods's solicitation of proxies for the vote by Redwoods's
stockholders with respect to the proposed transaction and other
matters as described in the Registration Statement, as well as the
prospectus relating to the offer of securities to be issued to
ANEW's stockholders in connection with the proposed business
combination. After the Registration Statement has been
filed and declared
effective, Redwoods will mail a definitive proxy
statement, when available, to its stockholders.
Before making any voting or investment decision, investors and security holders
and other interested parties are urged to read the
Registration Statement, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about Redwoods, ANEW and the proposed business
combination. Copies of these documents may be obtained free of
charge at the SEC's website at www.sec.gov.
The documents filed by Redwoods with the SEC also may be
obtained free of charge upon written request to Redwoods at c/o
Redwoods Acquisition Corp., 1115 Broadway 12th Floor, New York, NY 10010. The documents filed by
ANEW or any successor entity of the transaction with the SEC also
may be obtained free of charge upon written request to ANEW at
13576 Walnut Street, Suite A, Omaha,
NE 68144 USA.
Participants in the Solicitation
Redwoods and ANEW and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from Redwoods' stockholders with respect to the proposed business
combination under the rules of the SEC. Securityholders may obtain
more detailed information regarding the names, affiliations, and
interests of certain of Redwoods' executive officers
and directors in the solicitation by reading Redwoods'
Registration Statement and other relevant materials filed with
the SEC in connection with the proposed business combination when
they become available. Information about Redwoods' directors and
executive officers and their ownership of Redwoods common stock is
set forth in its prospectus related to its initial public offering
dated April 1, 2022. Other
information regarding the interests of Redwoods' participants in
the proxy solicitation, which in some cases, may be different than
those of their stockholders generally, will be set forth in the
Registration Statement relating to the proposed business
combination when it becomes available. These documents can be obtained
free of charge at the SEC's web site at www.sec.gov.
ANEW and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of Redwoods in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their
interests in the proposed business
combination will be included in the
Registration Statement for the proposed business combination.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also 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 states or jurisdictions 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 of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this press release are
"forward-looking statements" within the meaning of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995, including statements about the parties' ability
to close the proposed business combination and related
transactions, the anticipated benefits of the proposed business
combination, and the financial condition, results of operations,
earnings outlook and prospects of Redwoods and/or the proposed
business combination and related transactions and may include
statements for the period following the consummation of the
proposed business combination and related transactions. In
addition, any statements that refer to projections (including
EBITDA, adjusted EBITDA, EBITDA margin and revenue projections),
forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements are
typically identified by words such as "plan," "believe," "expect,"
"anticipate," "intend," "outlook," "estimate," "forecast,"
"project," "continue," "could," "may," "might," "possible,"
"potential," "predict," "should," "would" and other similar words
and expressions, but the absence of these words does not mean that
a statement is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of Redwoods and ANEW, as applicable,
and are inherently subject to uncertainties and changes in
circumstances and their potential effects and speak only as of the
date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements, including: risks related to ANEW's
businesses and strategies; the ability to complete the proposed
business combination due to the failure to obtain approval from
Redwoods's stockholders or satisfy other closing conditions in the
definitive merger agreement; the amount of any redemptions by
existing holders of Redwoods's common stock; the ability to
recognize the anticipated benefits of the business combination;
other risks and uncertainties included under the header "Risk
Factors" in the Registration Statement to be filed by Redwoods,
ANEW and/or a successor entity of the transaction, in the final
prospectus of Redwoods for its initial public
offering dated April
1, 2022; and in Redwoods's other filings with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and ANEW and Redwoods assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither ANEW nor Redwoods gives any
assurance that ANEW, Redwoods or the combined company will
achieve its expectations.
View original
content:https://www.prnewswire.com/news-releases/anew-medical-inc-enters-into-definitive-merger-agreement-with-redwoods-acquisition-corp-301836908.html
SOURCE Redwoods Acquisition Corp