LifeSci Acquisition Corporation

LifeSci Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Vincera Pharma, Inc.


ESTIMATED CURRENT FUNDS in TRUST: $65.5 million*
CURRENT PER SHARE REDEMPTION PRICE: $10.00*
ENTERPRISE VALUE: tbd

*SPACInsider estimate

LifeSci Acquisition Corp. proposes to combine with Vincera Pharma, Inc., a recently formed clinical-stage life sciences company focused on leveraging its 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 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.

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.

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 five independent directors on the nine-person Board of Directors.

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.


TRANSACTION SUMMARY

The aggregate value of the consideration to be paid by LSAC in the Business Combination (excluding the Earnout Shares) is approximately $55 million (calculated as follows: 5,500,000 LSAC Shares to be issued to the Sellers (excluding the Earnout Shares), multiplied by $10.00 (the anticipated Closing Price Per Share at the time of closing of the Business Combination). Upon the closing of the Business Combination, LSAC will change its name to “Vincera Pharma, Inc.”


EARNOUT

The Sellers are entitled to receive Earnout Shares after the closing of the Business Combination if the daily volume-weighted average price of the LSAC Shares equals or exceeds the following prices for any 20 trading days within a 30 trading day period (“Trading Period”) following the closing:

  • (1) during any Trading Period prior to the forty-two (42) month anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $20.00 per share, such number of LSAC Shares as equals the quotient of $20,000,000 divided by the Closing Price Per Share;
  • (2) during any Trading Period prior to the six (6) year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $35.00 per share, such number of LSAC Shares as equals the quotient of $20,000,000 divided by the Closing Price Per Share; and
  • (3) during any Trading Period prior to the eight (8) year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $45.00 per share, such number of LSAC Shares as equals the quotient of $20,000,000 divided by the Closing Price Per Share.

VOTING AGREEMENTS

LSAC had entered into voting agreements with holders of 3,945,350 LSAC Shares pursuant to which such stockholders have agreed to vote in favor of the transactions contemplated by the Merger Agreement and to not redeem or sell their shares. Including but not limited to:

  • 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

NOTABLE CONDITIONS TO CLOSING

  • The Bayer License Agreement shall have been entered into and the same shall be in full force and effect, subject to completion of the Business Combination.
  • The transaction expenses of each of LSAC and Vincera shall have been paid and LSAC shall have cash on hand equal to or in excess of $40,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • If the closing of the Business Combination has not occurred by December 31, 2020 (the “Outside Closing Date”)

ADVISORS

  • None listed to-date

LIFESCI ACQUISITION CORP. MANAGEMENT & BOARD


Executive Officers

Andrew McDonald, Ph.D., 46
Chairman & Chief Executive Officer

Andrew McDonald, is an experienced healthcare investment professional with expertise in identifying transformative products and technologies in all stages of development. Andrew has served as the Chief Executive Officer of Attune Pharmaceuticals since March 2015 and is a Founding Partner of LifeSci Advisors and LifeSci Capital. Prior to founding LifeSci in March 2010, Andrew served as senior biotechnology analyst at Great Point Partners, a dedicated life science hedge fund, from 2006 to 2008. From 2004 to 2006, Andrew was Head of Healthcare Research and a Biotechnology Analyst at ThinkEquity Partners, a boutique investment bank. Prior to entering the financial services industry, Andrew was a medicinal chemist at Cytokinetics from 2001 to 2004, where he discovered and developed a promising anti-cancer agent now in clinical trials. Andrew began his pharmaceutical career as a medicinal chemist at Pfizer. Andrew received a Ph.D. in organic chemistry from UC Irvine and completed his B.S. in chemistry at UC Berkeley. Andrew holds the Series 7, 24, 63, 79, 86, and 87 licenses.


Michael Rice, 55
Chief Operating Officer

Michael Rice, has experience in portfolio management, corporate management, investment banking and capital markets. Prior to co-founding LifeSci Advisors and LifeSci Capital in March 2010, Michael was the co-head of health care investment banking at Canaccord Adams from April 2007 to November 2008, where he was involved in debt and equity financing. Michael was also was a Managing Director at ThinkEquity Partners from April 2005 to April 2007, where he was responsible for managing Healthcare Capital Markets, which included structuring and executing numerous transactions, many of which were firsts at ThinkEquity. Prior to that, from August 2003 to March 2005, Michael served as a Managing Director at Banc of America, serving large hedge funds and private equity healthcare funds. Previously, he was a Managing Director at JPMorgan/Hambrecht & Quist. Michael has been a director of RDD Pharma Ltd. since January 2016 and Navidea Biopharmaceuticals Inc. since May 2016. Michael received his BA from the University of Maryland. Michael holds the Series 7, 24, 63, and 79 licenses.


David Dobkin, 40
Chief Financial Officer

David Dobkin, is an experienced healthcare capital markets investment banker with a career focused on helping high-growth life science, medical device, and healthcare IT companies achieve their financial and strategic goals. David has worked with companies developing a wide range of technologies and brings extensive strategic advisory and execution capability to his clients. David has experience with both traditional and non-traditional forms of equity and debt offerings in both the U.S. and abroad. He is a regular speaker on growth capital formation at conferences across the United States and Canada. Prior to joining LifeSci Capital, David was a Managing Director at Boustead Securities. Prior to that, in 2015, David founded Dobkin & Company, an investment bank tailored for entrepreneur-led companies focused on seed and growth equity and capital, in 2015. Previously, from 2010 to 2015, David worked in various capacities with the New Zealand Government facilitating capital formation on behalf of regional companies and government agencies with a focus on securing strategic foreign direct investment. David has tremendous experience conducting cross-border transactions. Prior to October 2010, David worked for Lazard Frères, one of the world’s preeminent financial advisory and asset management firms, where he facilitated and advised on cross-border mergers and acquisitions transactions in excess of $2.5 billion. Prior to joining for Lazard Frères, David began his career in in the Healthcare investment banking group for Wasserstein Perella based in New York. At Wasserstein Perella, David advised healthcare companies on capital formation as well as strategic alternatives. David conducted graduate research in stem cell bioengineering and received a Master of Science, Biomedical Engineering, from the University of Southern California. David also received a Bachelor of Science, Biomedical Engineering, from Columbia University. David holds the Series 63, 79, and 82 licenses.


 

Board of Directors

Jonas Grossman, 45
Board Member

Jonas Grossman, is the President of Chardan Capital Markets LLC, where he oversees the firm’s global capital markets initiatives including healthcare investment banking and the sponsorship by Chardan affiliates of 5 SPACs, all of which concluded their business combinations. Jonas was the Chief Executive Officer and President of the SPAC Chardan Healthcare Acquisition Corp. from March 2018 until its merger in October 2019 with BiomX, Ltd. (NYSE: PHGE). Jonas is currently a director of BiomX. Jonas has served as President of Chardan since September 2015, and as Partner and Head of Capital Markets of Chardan since December 2003. Prior to joining Chardan, from 2001 until 2003, Jonas was a Vice President and Head Trader at Ramius Capital Group, a global multi-strategy hedge fund. Since December 2006, Mr. Grossman has served as a founding partner for Cornix Advisors, LLC, a New York based hedge fund. Mr. Grossman has served as a director for China Broadband (NASDAQ: SSC) from January 2008 until November 2010. Jonas received his B.A. in Economics from Cornell University and his M.B.A. from the Stern School of Business at NYU.


Karin Walker, 56
Board Member

Karin Walker, is the Chief Accounting Officer and Controller of Prothena (NASDAQ:PRTA), a clinical stage biotech company focused on amyloid and inflammatory diseases. Prior to joining Prothena in 2013, Karin served as VP of Finance and Chief Accounting Officer at Affymax from 2012 to 2013, as well as VP of Finance at Amyris and CV Therapeutics from 2009 to 2012. Karin began her career at EY as an accountant, and received her B.S. in Finance at California State Polytechnic University, San Luis Obispo.


Barry Dennis, 55
Board Member

Barry Dennis, is a Managing Director of Investment Banking and Strategic Consulting at WaveCrest Securities. Prior to joining WaveCrest in 2018, Barry served as President of Strategos Capital Markets, a structured products hedge fund, from 2013 to 2017. Barry also worked for Canaccord Genuity, Merrill Lynch, TD Securities, and BMO from 1993 to 2015. Barry received his Bachelor’s of Commerce from the University of British Columbia and his M.B.A from the University of Western Ontario.


John Ziegler, M.D., 61
Board Member

John Ziegler, M.D., has over 30 years of clinical practice as an anesthesiologist with a career focus on pain management, cardiac anesthesia and critical care medicine. He is triple board certified as an anesthesiologist, critical care physician and echocardiographer. Since 2016, Dr. Ziegler has served as Senior Medical Director at Promedim LTD, and since 2010 he has served as Managing Partner of Mountain Anesthesia PLLC. From 2016 to 2019, he served as Chief Medical Officer at Pacific Healthworks, Integrated Anesthesia Medical Group. Dr. Ziegler also has extensive experience in the administrative, oversight and operational aspects of clinical research and drug development and has held a number of prestigious academic faculty appointments as well. From 2018 to 2019, he served as Director of Clinical Affairs-Capital Region at the Rocky Vista University College of Osteopathic Medicine, and from 2014 to 2016, served as Medical Director of Perioperative Services at the Keck Medical Center of the University of Southern California. Dr. Ziegler received his Doctor of Medicine from Emory University School of Medicine, where he also completed his residency and fellowships.


Brian Schwartz, M.D.
Board Member

Dr. Schwartz has served as Chief Medical Officer at ArQule, Inc., a biotechnology company, since July 2008. Previously, he served as Senior Vice President, clinical and regulatory affairs, and Chief Medical Officer Ziopharm Oncology, Inc. and built and led clinical, regulatory, and quality assurance departments responsible for the development of new cancer drugs. Prior to Ziopharm, Dr. Schwartz held a number of positions at Bayer Healthcare. His experience in oncology has encompassed the clinical development of novel cytostatic, cytotoxic and immunological agents. At Bayer, Dr. Schwartz was a key physician responsible for the global clinical development of Nexavar® (sorafenib) and led the clinical team through a successful Phase 3 trial in renal cell cancer, leading to FDA approval. He has extensive regulatory experience working with the FDA’s Oncology Division, the European Medicines Agency (EMA), and numerous other health authorities. Dr. Schwartz has also been responsible for U.S. clinical and regulatory activities, including Phase 4 studies and interactions with the National Cancer Institute and other oncology cooperative groups. Dr. Schwartz received his medical degree from the University of Pretoria, South Africa, practiced medicine, and worked at the University of Toronto prior to his career in industry.