BioPlus Acquisition Corp. *
LIQUIDATION – 10/4/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be October 4, 2023.
- The per-share redemption price will be approximately $10.79.
The below-announced combination was terminated on 10/4/23. It will remain on the page for reference purposes only.
PROPOSED BUSINESS COMBINATION: Avertix Medical, Inc. [TERMINATED]
ENTERPRISE VALUE: $195 million
ANTICIPATED SYMBOL: AVRT
BioPlus Acquisition Corp. proposes to combine with Avertix Medical, Inc.
Avertix is a medical device company offering the first and only FDA-approved Class III implantable device that can detect silent and atypical symptomatic heart attacks in real-time. With a portfolio of U.S. patents pertaining to Acute Coronary Syndrome (ACS) events, Avertix is at the forefront of innovation in cardiovascular care and is committed to improving patient outcomes and saving lives through advanced medical technologies.
EXTENSION – 6/8/23 – LINK
- The SPAC approved the extension from June 7, 2023 to December 7, 2023.
- 9,942,523 shares were redeemed for $10.53 per share.
- $250K per month will be deposited into the trust account.
TRANSACTION
- The transaction values Avertix at an enterprise value of $195 million
- BIOS’ public shareholders are expected to own approximately 50% of the outstanding shares of the combined company, with existing Avertix shareholders owning approximately 29%.
- The Transaction is expected to close during the second half of 2023
SPAC FUNDING
- The SPAC will aim to raise up to $50M of PIPE proceeds
EARNOUT
- Company
- 2.97M shares will be eligible for earnout up to 7 years after the business combination
- 50% if the VWAP is equal to or greater than $12.50 for any 20/30 trading days
- 50% if the VWAP is equal to or greater than $15.00 for any 20/30 trading days
- 2.97M shares will be eligible for earnout up to 7 years after the business combination
- Sponsor
- 1.15M Founder shares will vest for 7 years and otherwise forfeited if the thresholds are not met
- 50% if the VWAP is equal to or greater than $12.50 for any 20/30 trading days
- 50% if the VWAP is equal to or greater than $15.00 for any 20/30 trading days
- 1.15M Founder shares will vest for 7 years and otherwise forfeited if the thresholds are not met
LOCK-UP
- Company and Sponsor
- One year after the business combination
- 1/3 if the VWAP is equal to or greater than $12.50 for any 20/30 trading days at least 151 days after Closing
- 1/3 if the VWAP is equal to or greater than $15.00 for any 20/30 trading days at least 151 days after Closing
- One year after the business combination
NOTABLE CONDITIONS TO CLOSING
- $40 million minimum cash condition.
NOTABLE CONDITIONS TO TERMINATION
- By either BIOS or Avertix if the Effective Time does not occur prior to December 31, 2023
ADVISORS
- Company
- Honigman LLP is acting as legal counsel to Avertix.
- SPAC
- Cooley LLP and Ellenoff Grossman & Schole LLP are acting as U.S. legal counsel to BIOS.
- Walkers (Cayman) LLP is acting as Cayman legal counsel to BIOS.
SUBSEQUENT EVENT – 10/11/22 – LINK
- The Company has rebranded itself under the monikers “BIOS” and “Bios Acquisition Corporation.”
- Accordingly, the Company will refer to itself as “BIOS” or “Bios Acquisition Corporation” in all legal and public marketing materials and public postings moving forward, unless it is otherwise required to use its legal name.
- There will otherwise be no change to the Company’s legal name or ticker.
MANAGEMENT & BOARD
Executive Officers
Ross Haghighat, 58
Chief Executive Officer, Chief Financial Officer and Director
Ross Haghighat is a United States based business executive, serial entrepreneur, and venture capitalist. Mr. Haghighat is the founding partner at Jasper Capital Partners, an investment firm investing in transformational technology-inspired growth companies focused on Australia and Asia, and Chairman of Triton Systems, Inc, a private early to mid-stage product development and venture firm creating product-driven enterprises focusing on next-generation innovative technologies including microsensors, medical devices, immunotherapy. Mr. Haghighat has been a founder, co-founder, and board member of more than a dozen private and public technology companies in the US, Europe, China and Australia. During Mr. Haghighat’s expansive career as an operator, he generated billions in shareholder value through his roles transforming companies from early-stage technology firms to successful corporations, as well as integrated divisions of Fortune 500 companies. From 1994 to 2001, Mr. Haghighat co-founded and led Coretek Inc, a photonic-based firm that developed the first tunable optoelectronic laser platform for telecom and was acquired by Nortel Networks in 2001 for $1.4 billion. Mr. Haghighat currently serves on the Board of Directors at Chinook Therapeutics (NASDAQ: KDNY), a leading immunotherapy company targeting autoimmune, inflammatory renal and oncology diseases, where Mr. Haghighat is Chairman of the Transaction Committee; CITIC Capital Acquisition Corp. (NASDAQ: CCAC), a blank check company focused on consummating a deal within the clean technology industry in China or Asia; Mr. Haghighat serves as Chair of the Audit Committee, Fluence Corporation (ASX: FLC), a leading EGS global water treatment technology company, where Mr. Haghighat serves as Vice Chairman; Angel Medical Systems, a commercial stage private medical device company with a pipeline of implantable cardiovascular devices with product distribution in US, Australia and Asia, where Mr. Haghighat serves as Lead Director and FRX Polymers, Inc., a global sustainable specialty chemicals company, where Mr. Haghighat serves as Chairman. These roles position Mr. Haghighat to help identify next generation trends, and equip him with the network and access to identify and select attractive targets that meet our acquisition criteria. Mr. Haghighat received a Bachelor of Science in Advanced Materials Engineering from Rutgers University and Master of Science in Organometalic Chemistry from Rutgers University, as well as an MBA from Boston College — Wallace E Carroll School of Management.
Ronald Eastman, 69
Vice Chairman
Mr. Eastman is currently a Senior Advisor of EW Healthcare Partners (“EW”), one of the oldest healthcare growth equity firms in the world with $3 billion currently under management, where he previously served for 15 years as Managing Director of multiple funds before transitioning to Senior Advisor in 2021. Mr. Eastman led and served on the Board of Directors of EW’s growth equity investment in ProteinSimple, Inc. (acquired by Bio-Techne Corporation) and Corium, Inc. (acquired by Gurnet Point Capital). He also currently serves on the Board of Directors of EW portfolio companies Elusys Therapeutics, Inc., Suneva Medical, Inc., EyePoint Pharmaceuticals, Inc. (Nasdaq: EYPT) and Open Monoclonal Technology, Inc. (acquired by Ligand Pharmaceuticals, Inc. (Nasdaq: LGND)). Mr. Eastman began his career at American Cyanamid Company, which was acquired by American Home Products (now Pfizer, Inc. (NYSE: PFE)), where Mr. Eastman spent 15 years managing various pharmaceutical products, divisions, and subsidiaries in the U.S. and overseas. Later as CEO of Geron Corporation (Nasdaq: GERN), Mr. Eastman led the company’s growth from a venture-backed start-up to a publicly traded pioneer in the fields of regenerative medicine and cancer. As CEO of Rinat Neuroscience Corporation (“Rinat Neuroscience”), a private biotechnology company spun out of Genentech, Inc. with the support of EW in late 2001, Mr. Eastman led the effort to build the first company dedicated to discovering and developing large molecule drugs for treating nervous system disorders. Rinat Neuroscience was acquired by Pfizer, Inc. in 2006. Mr. Eastman has also previously served as a board member of Revance Therapeutics, Inc. (Nasdaq: RVNC), the Biotechnology Innovation Organization, and as a Trustee of the Buck Institute for Research on Aging. Mr. Eastman has a Bachelor of Arts degree from Williams College and a Master of Business Administration degree from Columbia University.
Board of Directors
Jonathan Rigby, 53
Chairman and Chief Business Officer
Jonathan Rigby brings over 30 years of experience leading private and publicly traded biotechnology and pharmaceutical companies in the US, UK, and Israel, and is uniquely positioned to successfully prepare a high-potential target for a successful next phase in the public markets. Mr. Rigby is currently President, Group Chief Executive Officer and Board Member at Revolo Biotherapeutics Inc. (formerly Immune Regulation Ltd. and Inc.), a US and UK based clinical stage biotechnology company developing novel, first-in-class, drug therapies for autoimmune and allergic diseases. From 2011 to 2018, Mr. Rigby served as President and Chief Executive Officer of SteadyMed Ltd. (Nasdaq: STDY), a US and Israel based company, and led its successful IPO and subsequent sale to United Therapeutics Corp. (Nasdaq: UTHR); he continued to lead the successful integration of the company until November 2019. Mr. Rigby brings extensive experience leading several other private biotechnology companies to the public markets including Xeris Pharmaceuticals, Inc. (Nasdaq: XERS), a specialty pharmaceutical company focused on the development of drug delivery enabled pharmaceuticals, where he was a member of the Board of Directors, Chairman of the Nominating and Governance Committee and member of the IPO pricing committee from 2016-2019. Mr. Rigby also served on the board of directors of Thermalin, Inc., a developer of new forms of insulin for diabetes, from May 2020 to July 2021. In 2006, Mr. Rigby conceived and co-founded Zogenix, Inc. (Nasdaq: ZGNX), which is developing and commercializing transformative therapies for rare diseases, with a successful initial public offering in 2010. Earlier in his career, Mr. Rigby held various commercial roles at Merck & Co., Inc. (NYSE: MRK) and Bristol-Myers Squibb Co. (NYSE: BMY). Mr. Rigby also currently serves on the Board of Directors at ImmunoMolecular Therapeutics, Inc., a biotechnology company developing medicines for autoimmune diseases, and was previously Chairman of the Board at CollPlant Biotechnologies Ltd. (Nasdaq: CLGN), a regenerative medicine company. As a seasoned international Chief Executive Officer and Board member, Mr. Rigby will be instrumental in bringing his experience to guide an early-stage biopharmaceutical company through successful commercialization at scale. Mr. Rigby has a Bachelor of Science Degree, with Honors, in Biological Sciences from Sheffield University, UK, and an MBA from Portsmouth University, UK.
Shawn Cross, 53
Director
Shawn Cross brings over 20 years of strategic advisory and capital market experience in the biopharmaceutical and biotechnology industry along with an accomplished background as an executive operator of a publicly listed biopharmaceutical company. Since March 2020, Mr. Cross has served as the Chief Financial Officer of Applied Molecular Transport Inc. (Nasdaq: AMTI), leading the company’s finance strategy and operations of a publicly listed, clinical stage biopharmaceutical company leveraging a proprietary technology platform to design and develop a pipeline of novel oral biologic candidates to treat autoimmune, inflammatory, metabolic and other diseases. Previously, Mr. Cross was at JMP Securities LLC where he served as Managing Director and Co-head of Healthcare Investment Banking and a member of the Investment Banking Management Committee from September 2018 to March 2020. Prior to JMP Securities LLC, Mr. Cross also held various investment banking roles at top financial institutions in New York, London, and San Francisco including Managing Director in Healthcare Investment Banking at Deutsche Bank Securities Inc. from 2015 to 2017, Managing Director and Head of Biopharmaceutical Investment Banking at Wells Fargo Securities LLC from 2010 to 2015, amongst others. Mr. Cross brings additional operational experience from his time as President and Chief Operating Officer from November 2017 to February 2018, and as Chairman and Chief Executive Officer from February 2018 to July 2018 of GT BioPharma, Inc. (Nasdaq: GTBP), a publicly listed targeted immunotherapies company engaged in discovering, developing, and commercializing novel therapeutics using its proprietary platform. Mr. Cross holds an M.B.A. from Columbia Business School and a B.S. from the University of California, Los Angeles.
Louis G. Lange, M.D., Ph.D., 72
Director
Louis G. Lange, M.D., Ph.D. has a long and distinguished career as a leading entrepreneur, investor and academic leader in the biotechnology sector, and has been at the forefront of the development of the biotechnology industry over the last three decades. Dr. Lange founded CV Therapeutics (“CVT”), a biotechnology company focused on cardiovascular diseases, in 1992 and served as Chairman, Chief Executive Officer and Chief Scientific Officer. Dr. Lange led the initial public offering of CVT in 1996 after $50 million in venture investments and oversaw the commercial success of CVT, spearheading the growth of Ranexa® and Lexiscan®, two drugs with combined sales in excess of $1.5 billion dollars. Dr. Lange led the sale of CV Therapeutics to Gilead Sciences (NASDAQ: GILD) in 2009 for $1.4 billion dollars, and stayed on as a Senior Advisor reporting to the Chief Executive Officer of Gilead Sciences until 2019. After successfully selling CVT, Dr. Lange founded and sold two additional biotech companies. In 2017, GE Healthcare acquired Rapidscan Pharma Solutions (“RPS”), a developer of a biopharmaceutical stress agent used in the diagnosis of cardiovascular disease. In 2015, Audentes Therapeutics acquired gene therapy products developer Cardiogen Sciences; Dr. Lange stayed on as lead Director up to the sale of Audentes Therapeutics to Astellas Pharma (TYO:4503) in 2020 for $3.1 billion. Currently, Dr. Lange is a Partner at Asset Management Ventures (“AMV”), an early-stage venture capital firm focused on investments in the digital health, technology, and life sciences sectors, sitting at the forefront of key innovation trends and deal flow within the biotechnology space. Dr. Lange has led over 12 investments across all areas of biotechnology companies. In addition to Dr. Lange’s operational and investing experience, Dr. Lange spent 22 years in academic medicine at Harvard and Washington University, where he served as Chief of Cardiology and Professor of Medicine at Jewish Hospital at Washington University School of Medicine from 1985-1992 and was one of the first academicians in molecular cardiology. Currently, Dr. Lange serves as a member of the Board of Trustees at the University of Rochester, a role he has held since 1998. As Chair of the Health Affairs committee that oversees all of the medical operations for five years, Dr. Lange has been part of the leadership team for strategic re-invigoration of the medical center with construction of two research buildings and recruitment of over 100 faculty members. Dr. Lange has also led the most respected industry and trade associations in the biotechnology sector. From 1999 to 2009, Dr. Lange served on the Board of Directors of Biotechnology Innovation Organization (the trade organization of biotech companies) leading the largest committee of member companies for two years Dr. Lange has been on numerous other public and private Boards in both the non-profit and for-profit arena, including the Institute of Systems Biology (“ISB”), a nonprofit biomedical research organization co-founded by industry stalwart Dr. Leroy (“Lee”) Hood, and the UCSF Gladstone Institute, an independent, nonprofit life science research organization located in the epicenter of biomedical and technological innovation in the San Francisco Bay Area. Dr. Lange will leverage his extensive operating and academic experience and industry networks to work alongside the management team in identifying high-potential therapeutic areas and treatment approaches, as well as sourcing, evaluating and negotiating with potential targets. Dr. Lange has a Bachelor’s degree from the University of Rochester, an M.D. from Harvard University and a Ph.D. in Biological Chemistry, also from Harvard University.
Stephen Sherwin, M.D., 73
Director
Stephen Sherwin, M.D. is a medical oncologist who has spent over 35 years in the biotechnology industry, helping to create and manage companies that discover and develop new treatments for patients with cancer. During his career as a C-level executive, Dr. Sherwin co-founded and served as CEO and/or chairman of industry-leading biotechnology companies that generated over $2.0 billion in shareholder value. From 1990 to 2009, Dr. Sherwin served as the Chief Executive Officer of Cell Genesys, Inc., a cancer immunotherapy company, and was its Chairman from 1994 until the company’s merger in 2009 with BioSante Pharmaceuticals, Inc. (now ANI Pharmaceuticals, Inc.). In addition, Dr. Sherwin co-founded and served as chairman of Abgenix, Inc., an antibody company that was acquired by Amgen Inc.in 2006 and co-founded and served as Chairman of Ceregene, Inc., a gene therapy company acquired by Sangamo Biosciences in 2013. Prior to Cell Genesys, Dr. Sherwin served as Vice President of Clinical Research at Genentech and was the first medical doctor hired by the company. In addition to his corporate experience, Dr. Sherwin previously served on the board of directors of the Biotechnology Innovation Organization from 2001 to 2014 and as its chairman from 2009 to 2011. Dr. Sherwin currently divides his time between advisory work in the life science industry and patient care and teaching in his specialty of medical oncology. Dr. Sherwin is a Clinical Professor of Medicine at the University of California, San Francisco, and a volunteer Attending Physician in Hematology-Oncology at the Zuckerberg San Francisco General Hospital. In addition, Dr. Sherwin currently serves as a Venture Partner at Third Rock Ventures, a leading healthcare venture firm, and on the boards of directors of Biogen (NASDAQ: BIIB), a multinational commercial-stage biotechnology company and Neurocrine Biosciences (NASDAQ: NBIX), a commercial-stage biopharmaceutical company focused on neurological and endocrine diseases. Through his prior and current experiences and roles, Dr. Sherwin is uniquely able to lend his expertise on next-generation biotechnology trends to work with the team in sourcing an appropriate target with commercial and therapeutic potential, and to provide operational guidance that will be crucial in helping our target achieve successful commercialization and scale as a public company. Dr. Sherwin received his Bachelor of Arts in Biology at Yale University, and his M.D. at Harvard Medical School.
Glen Giovannetti, 59
Director
Glen Giovannetti is a retired partner of Ernst & Young LLP (“EY”), where he was instrumental in spearheading the growth of the firm’s life sciences practice. Mr. Giovannetti is a widely recognized industry expert and thought leader, bringing over 36 years of deep life sciences domain knowledge, leadership success, risk and reporting expertise, and board governance credentials. At EY, Mr. Giovannetti served as the Global Biotechnology Leader (2007-2018) and Global Life Sciences Leader (2010-2016) and was intimately involved as lead partner on numerous IPOs and following-on offerings as well as consulting on alliance, merger, and spin-off transactions. Mr. Giovannetti supported client teams from the U.S., across Europe, China, India, Japan, and Brazil. Furthermore, Mr. Giovannetti’s team was responsible for producing EY’s industry leading Thought Leadership life sciences publications including the annual reports such as Progressions, Beyond Borders, and Pulse of the Industry. He is also a co-author of “Managing Biotechnology: From Science to Market in the Digital Age.” Mr. Giovannetti retired from EY in December 2020. Mr. Giovannetti brings extensive company board and leadership experience in the life sciences sector. Mr. Giovannetti currently serves on the Board of Directors at XWPharma Ltd. (formerly XW Laboratories Inc.), a clinical stage biopharmaceutical company developing novel therapeutics for patients with neurodegenerative diseases, Teon Therapeutics, Inc., a developer of single-target small molecules intended to restore antitumor immunity and suppress cancer cell proliferation and Revolo Biotherapeutics, a US and UK based clinical stage biotech company developing novel, first-in-class, drug therapies for autoimmune and allergic diseases. Mr. Giovannetti previously served on the Board of Directors and as a Member of the Finance and Audit Committee at the Biotechnology Innovation Organization (“BIO”). Furthermore, Mr. Giovannetti serves on the Board of Directors at Life Science Cares, a nonprofit organization that connects life science executives and companies with other nonprofits addressing issues of poverty in California, Boston, and Philadelphia. Mr. Giovannetti holds a Bachelor of Arts in Accounting from Linfield College and is a CPA in Massachusetts and California (inactive).

