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FoxWayne Enterprises Acquisition Corp. *

FoxWayne Enterprises Acquisition Corp. *

Dec 9, 2020 by Kristi Marvin

LIQUIDATION – 1/24/23 – LINK

  • The SPAC will be liquidating its trust account and will cease trading on January 27, 2023.
    • The per-share redemption price will be approximately $10.175

The below-announced combination was terminated on 1/19/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Clover Inc. [TERMINATED]

ENTERPRISE VALUE: $TBD million
ANTICIPATED SYMBOL: TBD

FoxWayne Enterprises Acquisition Corp. proposes to combine with Clover Inc., a live streaming company focused on Gen Z and Millennial audiences and creators.

  • Clover Inc. is a mobile live streaming and dating platform providing social connection and community to millions of young adult singles across the globe.

SUBSEQUENT EVENT – 11/29/22 – LINK

  • FoxWayne Enterprises Acquisition Corp. announced that its special meeting of stockholders originally scheduled for Wednesday, November 30, 2022, is being postponed to Tuesday December 13, 2022.
  • At the Special Meeting, stockholders will be asked to vote on the following proposals:
    • (1) a proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate a business combination for three months, from January 22, 2023 to April 22, 2023 (the “Extended Date”), and allow the Company, without another stockholder vote, to elect to extend the date to consummate a business combination for three months after the Extended Date, to July 22, 2023, for a total of up to six months after the Original Termination Date (the “Additional Extension Date”) and
    • (2) a proposal to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including, but not limited to, for the purpose of soliciting additional proxies in favor of the Extension Proposal, in the event the Company does not receive the requisite stockholder vote to approve the Extension Proposal.
  • In addition to the foregoing, the Company will increase its deposit contribution to the Company’s trust account from $0.02 to $0.045 for each unit or share of the Company’s Class A common stock in the case of units that have separated, in connection with the stockholder vote to approve the Extension Proposal.
  • Specifically, the Company has agreed that if the Extension Proposal is approved, prior to filing the Extension Amendment, it will deposit into the trust account up to $60,465.51.
  • After the Extended Date, the Company will Deposit up to an additional $60,465.51 into the trust account for the period that is needed by the Company to complete an initial business combination between the Extended Date and the Additional Extension Date. 
  • Accordingly, if the Extension Proposal is approved, the Extension Amendment is filed and the Company takes the full time through the Extended Date to complete an initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.22 per share (without taking into account any interest in excess of accrued interest in the Company’s trust account that may be used to pay the Company’s taxes), in comparison to the current redemption amount of approximately $10.175 per share (without taking into account any interest in excess of accrued interest in the Company’s trust account that may be used to pay the Company’s taxes). 

EXTENSION – 10/20/22 – LINK

  • On October 20, 2022, the board of directors of FoxWayne Enterprises Acquisition Corp. approved an extension of the time for the Company to consummate a business combination by an additional three-month period from October 22, 2022, to January 22, 2023.
  • In connection with the Extension, the Company funded a cash contribution to the Company’s trust account in the amount of $16,795.98 (based on $0.0125 for each share unit issued in the Company’s initial public offering that was outstanding at the time the Extension was approved by the Board).

TRANSACTION

  • As part of the transaction, FoxWayne will be issuing 15.745 million shares of its common stock, which represents a consideration of approximately $157.45 million.
  • Current Clover stockholders will convert 100% of their existing equity interests into common stock of the combined company and will own a majority of the outstanding shares of the combined company post-closing.
  • Assuming no redemptions of FoxWayne shares, the combined company’s cash resources are expected to be comprised of approximately $13.7 million in cash proceeds currently in trust, along with the existing cash resources of Clover at closing.

PIPE

  • There is no PIPE for this transaction.

LOCK-UP

Company & Sponsor Lock-Up:

  • The Company and Founder Shares will be locked-up for a period of 180 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • The obligation of the Continued Company to consummate the Merger is subject to FoxWayne having at least $5,000,001 of net tangible assets.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by mutual written consent of Clover or the Continued Company, and FoxWayne if the Merger has not been consummated by January 22, 2023 (the “Outside Date”).
  • Or if a Governmental Authority issues an order or takes any other action which restrains, enjoins or otherwise prohibits the Merger.

ADVISORS

  • J.P. Galda & Co. is serving as legal counsel to Clover.
  • Sheppard, Mullin, Richter & Hampton LLP is serving as legal counsel to FoxWayne.

SUBSEQUENT EVENT – 7/13/22 – LINK

  • The SPAC approved the extension from July 22, 2022, to October 22, 2022 and will allow them to extend further past October 22 without the need for a shareholder vote.
    • The Sponsor will contribute $71,875 for each 3-month extension needed.

SUBSEQUENT EVENT – 4/21/22 – LINK

  • On April 15, 2022, FoxWayne Enterprises Acquisition Corp. extended by an additional three months from April 22, 2022, to July 22, 2022, and a loan in the amount of $150,000 to the Company from FoxWayne Enterprises Acquisition Sponsor LLC (the “Sponsor”).
  • A portion ($143,750) of such loan was used to fund a cash contribution to the Company trust account, in an amount equal to $0.025/share, for the three-month extension.

The below-announced combination was terminated on 3/4/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Aerami Therapeutics Holdings, Inc. [TERMINATED on 3/4/22 – LINK]

ENTERPRISE VALUE: $TBD million
ANTICIPATED SYMBOL: TBD

FoxWayne Enterprises Acquisition Corp. proposes to combine with Aerami Therapeutics Holdings, Inc., a biopharmaceutical company focused on developing inhaled therapies to treat severe respiratory and chronic diseases.

  • Aerami is a clinical-stage biopharmaceutical company developing inhaled therapies to treat severe respiratory and chronic diseases.
  • Aerami’s lead development program is AER-901, a drug-device combination product candidate in Phase 1 for the treatment of pulmonary arterial hypertension.
  • AER-901 is designed to improve drug uptake and deliver consistent, therapeutically effective, and well-tolerated levels of a nebulized formulation of imatinib through once-a-day inhalation via the FOX® device, which is both 510(k) cleared and CE marked and which the Company has licensed from Vectura Limited.

TRANSACTION

  • As part of the transaction, FoxWayne will be issuing 25 million shares of its common stock, which represents consideration of approximately $250 million.
  • Current Aerami stockholders will convert 100% of their existing equity interests into common stock of the combined company and will own a majority of the outstanding shares of the combined company post-closing.
  • Assuming no redemptions of FoxWayne shares, the combined company’s cash resources are expected to be comprised of $58 million in cash proceeds currently in trust at FoxWayne along with the existing cash resources of Aerami at closing.
  • Proceeds from the transaction will be applied toward advancing AER-901, Aerami’s proprietary inhaled, nebulized formulation of imatinib, into a planned Phase 2/3 clinical trial in 2022.
  • Aerami believes AER-901 has the potential to be a disease-modifying therapy for pulmonary arterial hypertension (PAH) in an estimated $5 billion market.
  • In addition, Aerami anticipates filing in 2022 for 510(k) clearance in the U.S. for its proprietary, proprietary AFINA inhaler technology platform to capitalize on the rapidly growing global smart inhaler market.
  • Aerami plans to pursue internal development and partnering of AFINA-based pipeline opportunities for inhaled therapies targeted at addressing large markets with significant unmet needs.

PIPE

  • There is no PIPE for this transaction

LOCK-UP

  • The Company may, at the request of any underwriter representative, the Company or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty (180) days following the effective date of a Company registration statement filed under the Securities Act, or such shorter or longer period as determined by the underwriter or the Company, and subject to such exceptions as may be determined by the underwriter or the Company.

SUPPORT AGREEMENT

  • Aerami Stockholders, the SPAC Sponsr, and FoxWayne Stockholders all will agree to vote in favor of the Merger and the transactions contemplated by the Merger Agreement

NOTABLE CONDITIONS TO CLOSING

  • An aggregate of at least $15,000,000 in cash, following payment by FoxWayne to its stockholders who have validly elected to have their shares of FoxWayne Common Stock redeemed for cash and after giving effect to the payment of FoxWayne’s transaction expenses;

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of Aerami and FoxWayne and in certain other limited circumstances, including if the Merger has not been consummated by April 30, 2022

ADVISORS

  • SternAegis Ventures is serving as financial advisor to Aerami.
  • SternAegis Ventures is the management team within Aegis Capital Corp. that is responsible for venture capital and private equity investment banking as well as advisory services.
  • Aegis Capital Corp. is a full service retail and institutional broker-dealer located in New York City.
  • Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP is serving as legal counsel to Aerami.
  • Sheppard, Mullin, Richter & Hampton LLP is serving as legal counsel to FoxWayne.

MANAGEMENT & BOARD

Executive Officers

Robb Knie, 51
Chairman, Chief Executive Officer, and Chief Financial Officer

Mr. Knie has served as President, Chief Executive Officer and as Chairman of Hoth Therapeutics, Inc. (Nasdaq: HOTH), a biopharmaceuticals company, since May 2017. From 2002 to 2010, Mr. Knie was a Semiconductor Analyst for PAW Partners. From 1993 until 1995, Mr. Knie served as Northeast Regional Manager of American Express Financial Advisors, a financial services company. He has been featured on Bloomberg, The Wall Street Journal and Forbes Magazine as an Independent Equity Analyst. Mr. Knie has over 20 years of equity markets experience. Mr. Knie has been a member of the American Chemical Society, Institute of Electrical and Electronics Engineers, as well as The National Alliance for Youth Sports.

Board of Directors

Michael Reavey, 44
Director 

Mr. Reavey is an established security executive with over 20 years-experience in security leadership spanning product engineering, incident response, security assurance, and risk management. At Electronic Arts (EA), a gaming company, where he is the Vice President-Enterprise Security since October 2017, he is responsible for the security of EA’s global enterprise. Since February 2020, he also serves as a technical advisor to Change Healthcare, Inc., a provider of revenue and payment cycle management and clinical information exchange solutions, connecting payers, providers, and patients in the United States healthcare system. Prior to joining EA, Mr. Reavey was a Partner at Microsoft (where he worked from 2003 to October 2017) and head of Program Management for Microsoft Azure’s core security services. He was in charge of developing, building and running services that provided Azure’s authorization, authentication, encryption, data protection and systems security. During this time, Mr. Reavey also brought several advanced security products to market as part of Office 365 and Azure Security offerings, which have saved countless customers from zero-day attacks. Before joining the Cloud and Enterprise division Mr. Reavey was a General Manager in the Trustworthy Computing Group at Microsoft Corporation. Most notably he led Microsoft’s response as to sophisticated cyber events such as the Snowden revelations, cyber-attacks like Flame and Stuxnet and developed new ways to help Microsoft’s enterprise customers get secure and stay secure with mature programs built around a predictable product servicing and data protection. Prior to joining Microsoft, Mr. Reavey served as a Captain in the U.S. Air Force, where he led mobile technical teams that secured and optimized Air Force networks at installations world-wide, and launched red-team efforts to validate Air Force cyber defenses as part of the 92nd Information Warfare Squadron at Kelly Air Base, TX.

Jeff Pavell, 63
Director

Presently, Dr. Pavell acts as an off-campus site proctor for Rusk Institute residents training for Rehabilitation Medicine. He is board certified in physical medicine and rehabilitation, pain medicine, and sports medicine, as well as acupuncture, which he uses as complementary care for his patients. Dr. Pavell is currently the Chief of Rehabilitation Medicine at Englewood Hospital and Medical Center. Dr. Pavell acts as Race Director & President of the Haworth 5K (since 2009) as well as President of the Vikings travel soccer & football clubs (since 2011). He also teaches students and residents at Columbia University, where he is on the teaching staff. He has, along with two colleagues, co-authored a chapter, “History and Past Medical History,” in The Low Back Pain Handbooks First and Second Editions, both well-received texts for primary care practitioners. Dr. Pavell graduated from the New York College of Osteopathic Medicine with honors, and went on to do his residency and Chief Residency at the New York University Medical Center’s Rusk Institute of Rehabilitation and the Bellevue Hospital. He then completed a fellowship in Buffalo in the use of fluoroscopic injections for management of pain and immobility.

Jonathan Hale Zippin, 44
Director 

Dr. Zippin is an Associate Professor of Dermatology and Pharmacology and an Associate Attending Dermatologist at Weill Medical College of Cornell University since 2010, where he is the current Vice Chair of Research in the Department of Dermatology and is the Director of the Contact, Occupational, and Photo Dermatitis Unit. Following completion of his post-doctoral studies in 2010, Dr. Zippin joined the faculty of the Department of Dermatology at Weill Cornell Medical College. Dr. Zippin founded and is the Director of the Contact, Occupational, and Photodermatitis Service which provides comprehensive dermatologic allergy care for hundreds of patients a year. Dr. Zippin also serves as the Director of the dermatology course for the medical school. Over the past ten years, he has served on the general faculty council, which is responsible for approving medical college policy and promotions. Dr. Zippin is a fellow of the American Academy of Dermatology and member of the Society for Investigative Dermatology and the American Contact Dermatitis Society. He has served on the Board of Directors for the American Contact Dermatitis Society and multiple committees within the organization. He is currently on the Council for the Pan-American Society for Pigment Cell Research. For the past 18 years, he has helped to establish the role of distinct cAMP microdomains in mammalian cell biology and revealed new mechanisms in insulin release and cancer. = Dr. Zippin has published numerous peer-reviewed papers, been awarded multiple patents, and written book chapters. He serves as a reviewer for multiple journals such as Cell Reports Medicine, Dermatitis, Journal of American Academy of Dermatology, Pigment Cell and Melanoma Research, and Molecular Carcinogenesis. Zippin has served as a consultant for numerous pharmaceutical companies including Pfizer and Cellgene. He is also the founder of CEP Biotech that is developing antibody based diagnostics for cancer. Finally, Dr. Zippin has been involved in the design and/or execution of multiple clinical trials testing both devices and pharmaceutical interventions.

Sundeep Agrawal, 35
Director 

Mr. Agrawal is currently a Managing Director at Colt Ventures, a family office focused on investing in private and public life science companies since 2019. He has experience across venture capital and public equity, healthcare investment banking, clinical medicine and research. Previously, he was a Vice President at Longitude Capital from 2017 to 2019, an approximately $2.0 billion healthcare investment firm focused on public and private investments in life sciences. Dr. Agrawal has served as a Board Observer at Recode Therapeutics since March 2020 and served as a Board Observer at Axonics Modulation Tech (Nasdaq: AXNX) from April 2018 to December 2018 and as a Board Observer at Venus Concept (Nasdaq: VERO) from July 2017 to December 2018. Prior to Longitude Capital, he was an Executive Director in Healthcare Investment Banking at Oppenheimer & Co. from 2010-2017 where he worked on public and private capital markets transactions in healthcare. Dr. Agrawal completed clinical training at Lenox Hill Hospital from 2013 to 2014. He has clinical and basic science research experience with publications in leading journals and has been the recipient of several national research awards and grants. Dr. Agrawal currently sits on the advisory board of APN Health (since 2016), a medical device company, and on the board of IndoUSrare, an independent non-profit organization focused on helping patients of Indian origin with rare diseases in the USA, India, and globally, since 2020. Dr. Agrawal holds an M.D. from the George Washington School of Medicine and a B.A. in Biology from George Washington University.

 

ByKristi Marvin