ARYA Sciences Acquisition Corp IV *

PROPOSED BUSINESS COMBINATION: Adagio Medical, Inc.

ENTERPRISE VALUE: $113 million

ANTICIPATED SYMBOL: ADGM

ARYA Sciences Acquisition Corp IV entered a definitive business combination agreement with Adagio Medical, Inc.

• Adagio Medical, Inc. is a privately held company located in Laguna Hills, California, developing innovative cryoablation technologies that create contiguous, transmural lesions to treat cardiac arrhythmias, including paroxysmal and persistent atrial fibrillation, atrial flutter, and ventricular tachycardia.

SUBSEQUENT EVENT – 7/23/24 – LINK

• Potential Additional PIPE Financing:
  • The closing of $7,500,000 of financing by one of the Convert Investors (such investor, the “Contingent Investor”) in the Convertible Security Financing is conditioned on New Adagio having at least $32,129,000 of available unrestricted cash at Closing.
  • The Perceptive PIPE Investor indicated that it would increase its investment in the PIPE Financing by such amount that is necessary for the minimum unrestricted cash condition of the Contingent Investor to be met.
  • Any increase in its investment will be on the same terms as its previously agreed upon PIPE.

SUBSEQUENT EVENT – 6/25/24 – LINK

• The amendment to the subscription agreement of the Perceptive PIPE Investor also provides that the Perceptive PIPE Investor may elect to subject to its Subscription Agreement additional convertible promissory notes that Adagio may issue to the Perceptive PIPE Investor prior to the Closing to fund ongoing working capital requirements of Adagio prior to the Closing.

EXTENSION – 2/28/24 – LINK

• The SPAC approved the extension from March 2, 2024 to March 2, 2025.
  • 390,815 shares were redeemed.
  • The Sponsor will contribute $111K per month to the trust account.

TRANSACTION

• Adagio Medical will become a subsidiary of Aja Holdco, Inc. (the “Combined Company”), which will operate with the existing Adagio Medical management team under the name “Adagio Medical, Inc.“
• The Combined Company’s common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “ADGM“.
• The transaction implies a post-transaction fully diluted equity value of the Combined Company of $128 million and a fully diluted enterprise value of $113 million.
• Current Adagio Medical shareholders and holders of certain vested equity awards are converting 100% of their existing equity interests into shares or equivalent awards of the Combined Company.
• The respective boards of directors of both ARYA and Adagio Medical have approved the proposed transaction.
• Completion of the transaction is expected in the second quarter of 2024.

SPAC FUNDING [Amendments made to funding, please see the subsequent events from 6/25/24 and 7/23/24]

• Investors in the financing include affiliates of Perceptive Advisors, RA Capital Management, RTW Investments and ATW Partners.
• Convertible Debt:
  • Certain investors, including the Perceptive PIPE Investor (“Convert Investors”), executed a securities purchase agreement, pursuant to which Adagio will issue on the Closing Date to the Convert Investors:
    • (i) $20,000,000 aggregate principal amount of 13% senior secured convertible notes (3 years and nine months maturity after closing; 13% interest rate, payable in cash or compounding as additional principal outstanding), which will be convertible into shares of New Adagio Common Stock, and
    • (ii) 1,500,000 warrants (the “Convert Warrants”), which will be exercisable for New Adagio Common Stock at $24.00 per share, subject to adjustment (the “Base Convert Financing”), and will expire on the seventh anniversary of the Closing.
  • The Perceptive PIPE Investor also purchased a $7,000,000 convertible promissory note of Adagio (the “2024 Bridge Financing Notes”), which will convert into $5,500,000 aggregate principal amount of New Adagio Convertible Notes and 937,500 Convert Warrants at closing.
  • Subject to ARYA and New Adagio receiving any new financing or commitment for financing, whether in the form of equity, debt or convertible debt, before the Closing Date, the Perceptive PIPE Investor may request that on the Closing Date the 2024 Bridge Financing Note is repaid, the Perceptive Convertible Note Commitment is reduced or a combination of both.
• PIPE:
  • ARYA entered into Subscription Agreements with the Perceptive PIPE Investor and certain other investors, pursuant to which the PIPE Investors committed $45,000,000 of financing, which includes:
    • (i) commitments by certain investors to subscribe for and purchase Class A Ordinary Shares in the open market and not to redeem such shares prior to the Closing Date,
    • (ii) non-redemption commitments by certain investors,
    • (iii) the contribution of up to $23,000,000 of 2023 Bridge Financing Notes to Adagio (or such lower amount as is loaned under such notes at Closing), and
    • (iv) an additional cash investment by the Perceptive PIPE Investor of approximately $8.1 million (which amount will be increased by any undrawn capacity under the 2023 Bridge Financing Notes prior to Closing).
  • PIPE Investors will also be issued warrants to purchase shares of New Adagio Common Stock at $10.00 per share, which are exercisable for shares of New Adagio Common Stock at $10.00 per share.
  • The number of shares of New Adagio Common Stock and Warrants issuable to the PIPE Investors will depend on the redemption value of the Class A Ordinary Shares at Closing, the average per share price of the Class A Ordinary Shares purchased by certain PIPE Investors in the open market and the amount of interest on the 2023 Bridge Financing Notes that will have accrued and be unpaid at Closing and be contributed to ListCo in exchange for shares of New Adagio Common Stock.
  • Certain PIPE Investors also committed to purchase pre-funded warrants, which are exercisable for a nominal exercise price of $0.001 (the “Pre-Funded Warrants”).

EARNOUT

• Sponsor:
  • The Sponsor agreed that 1,147,500 shares of New Adagio Common Stock issued to the Sponsor will be subject to Share Trigger Price Vesting, as follows:
    • If, at any time during the period following the ARYA Merger Closing and expiring on the 10th anniversary of the Closing Date (the “Earn-Out Period”), the Stock Price of the HoldCo Shares equals or exceeds $24.00 per share (the “Trigger Price”) for any 20 Trading Days within any 30 Trading Day period from and after the Closing Date, the Earn-Out Shares shall automatically vest.
• The Sponsor has agreed to forfeit to ARYA for no consideration 1,000,000 Class B Ordinary Shares, which will be re-issued by ListCo to the PIPE Investors, including the Perceptive PIPE Investor.

LOCK-UP

• Company, Sponsor, and PIPE Investor:
  • The Company, Sponsor, and Perceptive PIPE Investor agreed to have their shares locked-up until the date that is the earlier of:
    • (i) 365 days following the Closing Date (or six months after the Closing Date, in the case of Olav Bergheim, John Dahldorf, Hakon Bergheim, Todd Wider, Michael Henderson and Leslie Trigg), and
    • (ii) the first date subsequent to the Closing Date with respect to which the closing price of the shares of New Adagio Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

• ARYA and Adagio Medical shareholder approvals
• The aggregate cash proceeds from ARYA’s trust account, together with the proceeds from the PIPE Investment and the Convertible Security Financing must be greater than or equal to $50,000,000.

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated by either ARYA or Adagio if the Closing has not occurred by August 13, 2024 (Outside Date).

ADVISORS

• Adagio Medical Advisors:
  • Reed Smith LLP is acting as legal counsel.
  • Stifel, Nicolaus & Company, Incorporated is acting as financial advisor
  • White & Case LLP is acting as legal counsel to Stifel
• SPAC Advisors:
  
  • Kirkland & Ellis LLP is serving as legal counsel.
  • Jefferies LLC is acting as financial and capital markets advisor to ARYA, as well as sole private placement agent.
  • Chardan Capital Markets, LLC is acting as sole placement agent for the convertible debt and capital markets advisor.
  • White & Case LLP is acting as legal counsel to Jefferies, Stifel and Chardan.

EXTENSION – 3/1/23 – LINK

• The SPAC approved the extension from March 2, 2023 to June 2, 2023, and thereafter to up to nine (9) times by an additional one month each time (or up to March 2, 2024)
  • 11,259,169 shares were redeemed at the meeting for $10.22/Share
  • The Sponsor will contribute $420K to 6/2/23; $140K per month (x9)

The below-announced combination was terminated on 2/24/22.  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: Caritas Therapeutics, Inc. [TERMINATED on 2/24/22 – LINK]

ENTERPRISE VALUE: $242.365 million

ANTICIPATED SYMBOL: SPES

ARYA Sciences Acquisition Corp IV proposes to combine with Caritas Therapeutics, Inc., a next-generation genetic medicine company.

The mission of Caritas, the Latin word for compassion, will be to transform the lives of children and adults living with rare genetic diseases by harnessing the power of next-generation genetic medicine and gene therapy technologies through advanced protein engineering and innovative gene therapy vector technologies. Through its 60+ bench scientists and experienced development and leadership teams, Caritas will develop and advance a series of novel platform technologies to address the key challenges to the safe and efficient gene transfer necessary for next-generation gene therapies. These include proprietary technologies designed to address delivery, safety, durability, and manufacturability of gene therapies. The gene therapy pipeline is founded on deep expertise and platform technologies in protein engineering and rare disease biology, the broad research collaboration with the Perelman School of Medicine at the University of Pennsylvania (Penn) for best-in-class gene therapies, and a new co-development collaboration with Amicus.

The pipeline is led by two Batten disease programs with clinical proof of concept in CLN6 and CLN3, six active preclinical programs, including Fabry disease, Pompe disease, and CDKL5 Deficiency Disorder (CDD), as well as multiple discovery programs. Caritas will have exclusive, global rights to gene therapy programs for nearly 50 rare genetic diseases through its broad collaboration with Dr. Jim Wilson and the Penn team, including a majority of next-generation lysosomal disease programs as well as 11 more prevalent rare diseases. Among these are Angelman Syndrome, Duchenne Muscular Dystrophy, Rett Syndrome, Myotonic Dystrophy and select other muscular dystrophies. Dr. Jim Wilson will become a senior scientific and strategic advisor to Caritas.

TRANSACTION

• In addition to the approximately $150 million held in ARYA IV’s trust account, assuming no redemptions are effected, a group of leading global investors has committed to participate in the transaction through a common stock private investment in public equity (PIPE) of approximately $200 million at $10 per share.
• Investors in the PIPE include  Perceptive Advisors, Redmile Group, Bain Capital Life Sciences, Invus, Avoro Capital Advisors, Surveyor Capital (a Citadel company), Deerfield Management Company, Wellington Management and Sphera Healthcare.
• In connection with the business combination, Amicus will also invest $50 million in cash in Caritas in exchange for additional equity in Caritas. Together, Caritas is expected to receive proceeds of approximately $400 million at the closing of the transactions, assuming no redemptions are effected.
• Proceeds of the business combination and the PIPE are expected to be used to advance development of the Caritas gene therapy pipeline, discovery work, growth across its scientific teams and to support general corporate activities (including payment of certain transaction expenses).

PIPE

• $200 million at $10 per share.
  • Investors in the PIPE include Perceptive Advisors, Redmile Group, Bain Capital Life Sciences, Invus, Avoro Capital Advisors, Surveyor Capital (a Citadel company), Deerfield Management Company, Wellington Management and Sphera Healthcare.

LOCK-UP

• For the period commencing on the Closing Date and continuing through the date that is 365 days after the Closing Date;
• The Board of Managers may, by written agreement with a Member, shorten or lengthen the Lock-Up Period applicable to such Member without having any obligation to do so for any other Member.

NOTABLE CONDITIONS TO CLOSING

• The obligation of Amicus, Amicus GT, Caritas and ARYA to consummate the Business Combination is subject to the aggregate cash proceeds from ARYA’s trust account, together with the proceeds from the Caritas PIPE Investment and Amicus Contribution Amount, equaling no less than $300,000,000 (after deducting any amounts paid to ARYA shareholders that exercise their redemption rights in connection with the Business Combination).

NOTABLE CONDITIONS TO TERMINATION

• By either ARYA or Amicus if the Closing has not occurred by March 29, 2022.

ADVISORS

• Goldman Sachs & Co. LLC is acting as financial and capital markets advisor to Amicus Therapeutics.
• Jefferies LLC is acting as financial advisor and private placement agent to ARYA IV.
• Skadden, Arps, Slate, Meagher & Flom LLP, Wilson Sonsini Goodrich & Rosati and Troutman Pepper Hamilton Sanders LLP are acting as legal counsel to Amicus Therapeutics.
• Kirkland & Ellis LLP is acting as legal counsel to ARYA IV.

MANAGEMENT & BOARD

Executive Officers

Adam Stone, 41
CEO and Director

Mr. Stone joined Perceptive Advisors in 2006 and has acted as Chief Investment Officer since 2012 and is a member of the internal investment committees of Perceptive Advisors’ credit opportunities and venture funds. Mr. Stone currently also serves as the Chief Executive Officer and a member of the boards of directors of ARYA Sciences Acquisition Corp III (Nasdaq: ARYA) as well as on the board of directors of Solid Biosciences (Nasdaq: SLDB), Renovia, and Xontogeny, which are portfolio companies of Perceptive Advisors. Following the consummation of the business combination of ARYA Sciences Acquisition Corp. with Immatics Biotechnologies GmbH in July 2020, Mr. Stone also serves on the supervisory board of Immatics N.V. (Nasdaq: IMTX). Prior to joining Perceptive Advisors, Mr. Stone was a Senior Analyst at Ursus Capital from 2001 to 2006 where he focused on biotechnology and specialty pharmaceuticals. During Mr. Stone’s tenure at Ursus Capital, Mr. Stone focused on biotech and specialty pharmaceuticals. Mr. Stone graduated with honors from Princeton University with a BA in molecular biology.

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Michael Altman, 39
CFO & Director

Michael Altman joined Perceptive Advisors in 2007, is a Managing Director on the investment team and is a member of the internal investment committee of Perceptive Advisors’ credit opportunities fund. Mr. Altman’s focus is on medical devices, diagnostics, digital health and specialty pharmaceuticals. Mr. Altman also serves on the boards of directors of Vitruvius Therapeutics and Lyra Therapeutics (Nasdaq: LYRA), which are portfolio companies of Perceptive Advisors. Mr. Altman has also served as the Chief Financial Officer and on the board of directors of ARYA Sciences Acquisition Corp III (Nasdaq: ARYA) since April 2020. Mr. Altman graduated from the University of Vermont with a BS in Business Administration.

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Konstantin Poukalov, 37
Chief Business Officer

Mr. Poukalov joined Perceptive Advisors in 2019 and is a Managing Director at Perceptive Advisors focused on various strategies across the Perceptive platforms. Mr. Poukalov also serves as the Chief Business Officer of ARYA Sciences Acquisition Corp III (Nasdaq: ARYA) and on the boards of directors of Lyra Therapeutics (Nasdaq: LYRA), Landos Biopharma, Inc. and LianBio, which are portfolio companies of Perceptive Advisors. Prior to joining Perceptive, Mr. Poukalov served as Executive Vice President and Chief Financial Officer of Kadmon Holdings (NYSE: KDMN) from 2014 to 2018. From 2012 to 2014, Mr. Poukalov served as Kadmon’s Vice President, Strategic Operations. Prior to joining Kadmon, Mr. Poukalov was a member of the healthcare investment banking group at Jefferies LLC from 2009 to 2012, focusing on companies across the life sciences and biotechnology sectors. Prior to Jefferies, Mr. Poukalov was a member of UBS Investment Bank, focusing on the healthcare industry, from 2006 to 2009. Mr. Poukalov graduated from Stony Brook University with a Bachelor of Engineering in Electrical Engineering.

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Board of Directors

Joseph Edelman, 65
Chairman

Mr. Edelman is Founder, Chief Executive Officer and Portfolio Manager of Perceptive Advisors. He has also served as Chairman of the board of directors of ARYA Sciences Acquisition Corp III (Nasdaq: ARYA) since July 2020. Prior to founding Perceptive Advisors, Mr. Edelman was a Senior Analyst at Aries Fund, a Paramount Capital Asset Management biotechnology hedge fund, from 1994 through 1998. Prior to that position, Mr. Edelman was a Senior Biotechnology Analyst at Prudential Securities from 1990 to 1994. Mr. Edelman started his career in the healthcare sector of the securities industry as a Biotechnology Analyst at Labe, Simpson from 1987 to 1990. Mr. Edelman earned an MBA from New York University and a BA, magna cum laude, in psychology from the University of California San Diego.

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Dr. Todd Wider, 56
Director 

Dr. Wider is the Executive Chairman and Chief Medical Officer of Emendo Biotherapeutics, which focuses on highly specific and differentiated gene editing since June 2018. Dr. Wider has served on the board of directors of ARYA Sciences Acquisition Corp III (Nasdaq: ARYA) since August 2020, and Abeona Therapeutics Inc. (Nasdaq: ABEO) since May 2015. Dr. Wider previously consulted with a number of entities in the biotechnology space. Dr. Wider is an active, honorary member of the medical staff of Mount Sinai Hospital in New York, where he worked for over 20 years, and is a plastic and reconstructive surgeon who focused on cancer surgery. Dr. Wider received an MD from Columbia College of Physicians and Surgeons, where he was Rudin Fellow, and an AB, with high honors and Phi Beta Kappa, from Princeton University. He did his residency in general surgery and plastic and reconstructive surgery at Columbia Presbyterian Medical Center, and postdoctoral fellowships in complex reconstructive surgery at Memorial Sloan Kettering Cancer Center, where he was Chief Microsurgery Fellow, and in craniofacial surgery at the University of Miami. Dr. Wider is also a principal in Wider Film Projects, a documentary film company focusing on producing films with sociopolitical resonance.

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Leslie Trigg, 50
Director

Ms. Trigg has served as the President and Chief Executive Officer of Outset Medical Inc. (“Outset”) (Nasdaq: OM) since November 2014. Ms. Trigg joined Outset from Warburg Pincus, a private equity firm, where she was an Executive in Residence from March 2012 to March 2014. Prior to that, Ms. Trigg served in several roles at Lutonix (acquired by CR Bard), a medical device company, from January 2010 to February 2012, most recently as Executive Vice President, and as Chief Business Officer of AccessClosure (acquired by Cardinal Health), a medical device company, from September 2006 to June 2009. She also previously held positions with FoxHollow Technologies (acquired by ev3/Covidien), a manufacturer of devices to treat peripheral artery disease, Cytyc, a diagnostic and medical device company, Pro-Duct Health (acquired by Cytyc), a medical device company, and Guidant, a cardiovascular medical device company. Ms. Trigg holds a BS degree from Northwestern University and an MBA from The Haas School of Business, UC Berkeley.

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Michael Henderson, 31
Director

Dr. Henderson has served as Chief Business Officer of BridgeBio Pharma Inc (“BridgeBio”) (Nasdaq: BBIO) since January 2020. Prior to holding that position, he spent two years serving as BridgeBio’s Senior Vice President, Asset Acquisition, Strategy and Operations. Dr. Henderson joined BridgeBio as Vice President of Asset Acquisition, Strategy and Operations in April 2016. Dr. Henderson also serves as the Chief Executive Officer of certain of BridgeBio’s subsidiaries, QED Therapeutics, Inc. and Origin Biosciences, Inc. Prior to BridgeBio, Dr. Henderson worked at McKinsey & Company from January 2015 to April 2016 and prior to that, he co-founded PellePharm, Inc., in August 2011. Dr. Henderson received his B.A. with high honors in global health with a citation in Spanish from Harvard University and his M.D. with a scholarly concentration in health services and policy from Stanford University where he was a member of both the Ignite and Leadership in Health Disparities Programs.

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