Chardan Healthcare Acquisition 2 Corporation

Chardan Healthcare Acquisition 2 Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Renovacor, Inc.

ENTERPRISE VALUE: $84.6 million
ANTICIPATED SYMBOL: RCOR

Chardan Healthcare Acquisition 2 Corporation proposes to combine with Renovacor, Inc. (“Renovacor” or the “Company”), an early-stage biotechnology company developing AAV-based gene therapies for devastating cardiovascular and central nervous system (CNS) diseases resulting from BAG3 gene dysfunction.

Renovacor’s lead program is an adeno-associated virus (AAV)-based gene therapy targeting BAG3-associated dilated cardiomyopathy (“BAG3 DCM”), a disease with high unmet medical need and an average age of onset of 38 years and less than 50% survival 5 years after disease onset. Renovacor anticipates submitting an IND for BAG3 DCM in mid-2022 and beginning the phase I/II clinical trial shortly thereafter. The Company is concurrently advancing other preclinical pipeline programs targeting additional BAG3-associated diseases, initially focused on cardiovascular and CNS therapeutic areas.

Proceeds from the business combination and PIPE is expected to provide Renovacor with resources to advance its lead rare disease gene therapy program into phase I/II clinical development and establish a pipeline of preclinical research programs to be progressed towards IND-enabling studies.


TRANSACTION

CHAQ raised approximately $86 million in its IPO which is now held in a trust account. Under the terms of the proposed transaction announced today, CHAQ will issue 6.5 million shares to current securityholders of Renovacor. Current Renovacor stockholders may also receive up to 2.0 million earn out shares (“Company Earn Out Shares”): 0.6 million shares if the share price exceeds $17.50 by the end of calendar year 2023, 0.6 million shares if the share price exceeds $25.00 by the end of calendar year 2025, and 0.8 million shares if the share price exceeds $35.00 by the end of calendar year 2027. Furthermore, CHAQ’s sponsor Chardan agreed to shift 0.5 million of its founder shares to earn out shares (“Sponsor Earn Out Shares”), subject to same terms as Company Earn Out Shares.

After giving effect to the investor transactions being undertaken in order to meet the minimum cash condition and assuming no redemptions from the trust account by CHAQ stockholders, current securityholders of Renovacor are estimated to own approximately 42% of the issued and outstanding securities in the Combined Company at closing (excluding ownership of the Company Earn Out Shares and Sponsor Earn Out Shares).

Post-closing, it is anticipated that Dr. Cook, Mr. Needham and three individuals designated by the Renovacor board will join Mr. Grossman and Dr. Amusa from CHAQ on the seven-person board of directors of the Combined Company.

chaq trans overview


PIPE

  • 3,000,000 shares of CHAQ Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $30,000,000
  • A portion of the shares of CHAQ Common Stock to be issued and sold in the PIPE Financing may be issued to certain PIPE Investors in the form of pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of CHAQ Common Stock, at an initial purchase price of $9.99 per share underlying the Pre-Funded Warrants.
    • The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.01 (subject to a 9.99% beneficial ownership limitation) and will be exercisable indefinitely.
  • Investors include Chardan Healthcare Investments (an affiliate of Chardan), RTW Investments LP, Surveyor Capital (a Citadel company), Affinity Asset Advisors, Altium Capital, Ikarian Capital, Sio Capital Management, South Ocean Capital Management, and certain existing Renovacor stockholders including Acorn Bioventures, Longview Ventures (an affiliate of Broadview Ventures) and Innogest Capital.

EARNOUT

Holders of Renovacor Capital Stock and Renovacor Options will also have the contingent right to receive up to 2,000,000 shares of CHAQ Common Stock in the aggregate (“Earnout Consideration”)

  • CHAQ will issue 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the date of the Closing (the “Closing Date”) and ending on December 31, 2023 (the “First Earnout Period”), the VWAP (as defined in the Merger Agreement) of the CHAQ Common Stock over any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $17.50 per share of CHAQ Common Stock (the “First Milestone”).
  • CHAQ will issue an additional 600,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2025 (the “Second Earnout Period”), the VWAP of the CHAQ Common Stock over any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $25.00 per share of CHAQ Common Stock (the “Second Milestone).
  • CHAQ shall issue an additional 800,000 shares of the Earnout Consideration, in the aggregate, if at any time during the period beginning on the Closing Date and ending on December 31, 2027 (the “Third Earnout Period” and together with the First Earnout Period and the Second Earnout Period, each, an “Earnout Period” and collectively, the “Earnout Periods”), the VWAP of the CHAQ Common Stock over any twenty (20) Trading Days (which may or may not be consecutive) within any thirty (30) consecutive Trading Day period is greater than or equal to $35.00 per share of CHAQ Common Stock (the “Third Milestone” and together with the First Milestone and the Second Milestone, the “Earnout Milestones”).

SPONSOR SUPPORT AGREEMENT

  • The Sponsor agreed to deposit 500,000 shares of the CHAQ Common Stock beneficially owned by the Sponsor immediately following the Closing (collectively, the “Sponsor Earn-Out Shares”) into escrow and agreed that such shares would vest or otherwise be subject to forfeiture as follows:
    • (i) 150,000 Sponsor Earn-Out Shares would vest upon the satisfaction of the First Milestone;
    • (ii) 150,000 Sponsor Earn-Out Shares would vest upon the satisfaction of the Second Milestone; and
    • (iii) 200,000 of the Sponsor Earn-Out Shares would vest upon the satisfaction of the Third Milestone.
  • Upon a Change in Control during any Earnout Period, the vesting of any remaining Sponsor Earn-Out Shares with respect to such Earnout Period will be accelerated.
  • If any Earnout Milestones are not achieved during the applicable Earnout Period (and a Change in Control does not take place during such Earnout Period), the applicable portion of the Sponsor Earn-Out Shares will be forfeited to CHAQ for cancellation.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate cash proceeds from CHAQ’s trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $85,000,000 (after deducting any amounts paid to CHAQ stockholders that exercise their redemption rights in connection with the Business Combination) (the “Minimum Cash Condition”)

NOTABLE CONDITIONS TO TERMINATION

  • By either CHAQ or Renovacor if the Business Combination is not consummated by September [22], 2021

ADVISORS

  • Chardan is acting as the M&A advisor and Placement Agent for CHAQ.
  • Latham & Watkins LLP is the legal counsel for CHAQ.
  • Troutman Pepper Hamilton Sanders LLP, and Morgan Lewis & Bockius LLP are the legal counsels for Renovacor.

MANAGEMENT & BOARD


Executive Officers

Jonas Grossman, 45
President, Chief Executive Officer and Director

Mr. Grossman 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 (NYSE: PHGE). Jonas is currently a director of BiomX and since March 2020 is also a director of LifeSci Acquisition Corp. Mr. Grossman has served as Partner and Head of Capital Markets for Chardan Capital Markets, LLC, a New York headquartered broker/dealer, since December 2003. Mr. Grossman has served as President of Chardan Capital Markets, LLC since September 2015. Since 2003, Mr. Grossman has overseen the firm’s deal origination and syndication, execution, secondary market sales and trading and corporate access initiatives. He has extensive transactional experience having led or managed more than 400 transactions during his tenure at Chardan. Since December 2006, Mr. Grossman has served as a founding partner for Cornix Advisors, LLC, a New York based hedge fund. From 2001 until 2003, Mr. Grossman worked at Ramius Capital Group, LLC, a global multi-strategy hedge fund where he served as Vice President and Head Trader. Mr. Grossman served as a director for China Broadband (NASDAQ: IDEX) from January 2008 until November 2010. He holds a B.A. in Economics from Cornell University and an M.B.A. from NYU’s Stern School of Business.


George Kaufman, 42
CFO, Head of Strategy and Director

Mr. Kaufman was the Chief Financial Officer, Head of Strategy and a director of Chardan Healthcare Acquisition Corp. from March 2018 until October 2019. Mr. Kaufman has served as Managing Director and Head of Investment Banking for Chardan Capital Markets, LLC since January 2006. Mr. Kaufman established the investment banking, brokerage and marketing protocols and standards at Chardan since joining the firm in 2004. Mr. Kaufman has extensive experience with SPACs, M&A transactions and financings especially in association with emerging growth companies. Mr. Kaufman founded Detroit Coffee Company, LLC, a national roaster, wholesaler and retail distributor of high-end specialty coffees in January 2002 and currently serves as its chief executive officer and has been a director of Prime Acquisition Corp. a European real estate company, since May 2014. Mr. Kaufman received a Bachelor of Arts degree in Economics from the University of Vermont.


Guy Barudin, 59
Chief Operating Officer

Since February 2019, Mr. Barudin, has been a Director at Chardan Capital Markets, LLC where he supports general investment banking and was a member of the Chardan Healthcare Acquisition Corp. transaction team. Prior to joining Chardan, from 2007 to February 2019, Mr. Barudin was Managing Director at Terrapin Partners, LLC, a private equity investment firm. From June 2014 to December 2016, Mr. Barudin served as Chief Financial Officer and Chief Operating Officer of Terrapin 3 Acquisition Corp. until that SPAC merged with Yatra Online, Inc. Prior to serving with Terrapin 3, Mr. Barudin was a member of the management team of Aldabra 2 Acquisition Corp. until that SPAC merged with certain paper and packaging businesses of Boise Cascade. At Terrapin Partners, Mr. Barudin also managed a portfolio of alternative assets including real estate, energy, private equity, venture capital, hedge funds and fund of funds. Prior to Terrapin, from 2000 to 2007, Mr. Barudin was Senior Director at Medco Health Solutions, where he held various business development and finance positions and concentrated on strategic transactions related to healthcare information technology and pharmacy benefit strategy. Prior to Medco, Mr. Barudin was Vice President for Alliances and New Ventures at MasterCard International where he focused on payments and financial technology strategic transactions. Prior to Mastercard, he held positions in corporate finance at Merrill Lynch, PaineWebber Group Inc., and Dillon Read & Co., Inc. Mr. Barudin received an MS from Massachusetts Institute of Technology Sloan School of Management and a BSE from Princeton University.


 

Board of Directors

Gbola Amusa, 45
Executive Chairman of the Board

Dr. Amusa was the Executive Chairman of Chardan Healthcare Acquisition Corp. from March 2018 until its merger in October 2019 with BiomX, Ltd. (NYSE: PHGE). Dr. Amusa is currently a director of BiomX. Dr. Amusa has served as Partner, Director of Research, and Head of Healthcare Equity Research at Chardan Capital Markets since December 2014. At Chardan, he has established the firm’s healthcare vision by focusing on disruptive healthcare segments, such as gene therapy/genetic medicines that have the highest potential for significant investment returns. Dr. Amusa was previously Managing Director, Head of European Pharma Research, and Global Pharma & Biotech Coordinator at UBS (from 2007 to 2013), where he oversaw 25 analysts. Prior to UBS, Dr. Amusa was a Senior Research Analyst and Head of European Pharma research at Sanford Bernstein. He started his career in finance at Goldman Sachs as an Associate in the Healthcare Investment Banking Group, where he worked on large transactions including the Amgen/Immunex merger. Additionally, Dr. Amusa was previously a Healthcare Finance & Strategy Consultant working with governments, companies, leading foundations and think tanks. He holds an M.D. from Washington University Medical School, an M.B.A. with High Honors (GPA 4.0/4.0) from the University of Chicago Booth School of Business, and a B.S.E. with Honors from Duke University.


Isaac Manke, 42
Director 

Dr. Manke has more than 15 years of experience in the life science industry as an investor, research analyst, consultant and scientist. Dr. Manke joined New Leaf Venture Partners, or NLV, in 2009 as an associate, and was a General Partner at NLV from 2017 to 2019. Dr. Manke’s investment activities with NLV started with a focus on venture investments in the biopharmaceutical sector. Dr. Manke led the firm’s public investment activities initially with the public portfolio within NLV-II, and from 2014 through December 2019 had included day-to-day management and oversight responsibility for the NLV Biopharma Opportunities Funds. Dr. Manke has been a board member or observer for several companies, including the boards of True North Therapeutics (acquired by Bioverativ) and Karos Pharmaceuticals (acquired by an undisclosed company). Prior to joining NLV, Dr. Manke was an Associate in the Global Biotechnology Equity Research group at Sanford C. Bernstein. Previously, Dr. Manke worked as an Associate in the Biotechnology Equity Research group at Deutsche Bank and was a Senior Analyst at Health Advances, a biopharmaceutical and medical device strategy consulting firm. Dr. Manke received a B.A. in Biology and a B.A. in Chemistry at Minnesota State University (Moorhead), and a Ph.D. in Biophysical Chemistry and Molecular Structure at the Massachusetts Institute of Technology, or MIT. Dr. Manke’s discoveries led to several publications in top journals, including Science and Cell, and were selected by Science as one of the “2003: Signaling Breakthroughs of the Year.” These discoveries also resulted in four issued patents.


Michael Rice, 53
Director 

Mr. Rice has experience in portfolio management, corporate management, investment banking and capital markets. Mr. Rice has been the co-founder of LifeSci Advisors and LifeSci Capital since March 2010. From December 2018 until October 2019, Mr. Rice was a director of Chardan Healthcare Acquisition Corp. Since March 2020, Mr. Rice has been a director and the COO of LifeSci Acquisition Corp. From April 2007 to November 2008 Mr. Rice was the co-head of health care investment banking at Canaccord Adams, where he was involved in debt and equity financing. Mr. Rice was also was a Managing Director at Think Equity Partners from April 2005 to April 2007, where he was responsible for managing Healthcare Capital Markets. Prior to that, from August 2003 to March 2005 Mr. Rice served as a Managing Director at Bank of America serving large hedge funds and private equity healthcare funds. Previously, he was a Managing Director at JPMorgan/Hambrecht & Quist. Mr. Rice has been a Director of RDD Pharma Ltd. since January 2016 and Navidea Biopharmaceuticals Inc. since May 2016. Mr. Rice received his BA from the University of Maryland.


Richard Giroux, 46
Director 

Mr. Giroux was a director of Chardan Healthcare Acquisition Corp. from December 2018 to October 2019. Mr. Giroux is a Founder and has been the Chief Operating Officer of MeiraGTx (NASDAQ:MGTX) since the company’s formation in 2015. He brings more than 20 years of leadership and capital markets experience in finance and healthcare to his position. Prior to joining MeiraGTx, Rich was a partner at Sarissa Capital Management LP, an activist healthcare hedge fund, from 2014 to 2015. In 2010, Mr. Giroux helped launch and operate Meadowvale Partners, a multi-strategy hedge fund, where he was a founding partner and healthcare portfolio manager from 2009 to 2013. Prior to Meadowvale, he was a partner at Sivik Global Healthcare (formerly Argus Partners) from 2001 – 2008, a long/short global equity healthcare fund. From 1996 to 2001, he worked in the equity derivative divisions of Goldman Sachs and Salomon Smith Barney where he structured, marketed and traded derivative and cash products for domestic and international hedge funds and asset allocators. Mr. Giroux received his BA in Economics from Yale University.


Matthew Rossen, 41
Director 

Mr. Rossen was a director of Chardan Healthcare Acquisition Corp. from December 2018 to October 2019. Mr. Rossen has 20 years’ experience in the pharmaceutical and biotech arena, working across multiple therapeutic categories including Anti-Infectives, Alzheimer’s, Cardiovascular, Hematology, Solid Tumor, and Sleep Science. Since April 2019, Mr Rossen has been Vice President, Marketing at QED Therapeutics, a subsidiary of BridgeBio. From January 2018 until March 2019, Mr. Rossen was a Senior Director of Business Development for Jazz Pharmaceuticals. Prior to working in business development, from 2012 to 2017, Mr. Rossen had been leading the commercial efforts of the Hematology Oncology division at Jazz Pharmaceuticals. Prior thereto, from 2001 to 2010 Mr. Rossen worked at Pfizer Inc., where he spent 10 years in positions of increasing responsibility across a number of functions including Operations and Manufacturing, US and WW Marketing and Commercial Development. He holds a B.S. in Kinesiology and Applied Human Physiology from the University of Colorado and received his MBA from NYU’s Stern School of Business.


R.A. Session II, 41
Director 

Mr. Session has been Chief Business Officer of the gene therapy subsidiaries of BridgeBio since January 2019. Previously, he was Senior Vice President of Corporate Strategy and Business Development from March 2017 at AveXis until its $8.7 billion acquisition by Novartis in July 2018. From June 2013 to March 2017, Mr. Session served in various roles for PTC Therapeutics, Inc., most recently as the vice president of commercial development. He also served in various roles at Reata Pharmaceuticals, Inc., most recently as the senior director of strategic planning and finance. Prior to Reata Pharmaceuticals, Mr. Session worked at AstraZeneca Pharmaceuticals as senior manager of commercial portfolio and post deal analytics in the managed markets group. He began his career in the pharmaceutical division of Johnson & Johnson, where he served in several positions including senior financial analyst in the strategic business group. Mr. Session currently serves on the board of directors for Lung Therapeutics, ReCode Therapeutics, and Sandhill Therapeutics. Mr. Session is a member of the Kauffman Fellows Society. Mr. Session received a B.S/B.A. in finance from the University of North Carolina at Charlotte, a M.S.F. in finance from Texas A&M University-Commerce and an MBA from Texas A&M University-Commerce.