Helix Acquisition Corporation

Helix Acquisition Corporation

Oct 16, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: MoonLake Immunotherapeutics AG

ENTERPRISE VALUE: $360 million
ANTICIPATED SYMBOL: MLTX

Helix Acquisition Corp proposes to combine with MoonLake Immunotherapeutics AG, a clinical-stage biotechnology company focused on creating next-level therapies for inflammatory skin.

  • In addition to the approximately $115 million held in Helix Acquisition Corp.’s trust (assuming no redemptions), the transaction also includes commitments for a $115 million PIPE at $10.00 per share from a group including premier institutional and strategic investors.
  • The PIPE is led by Cormorant Asset Management and includes BVF Partners L.P., 683 Capital Partners, LP, Asymmetry Capital Management, LP, funds managed by Ghost Tree Capital Group, LP, Monashee Investment Management, LLC, RTW Investments, LP, Surveyor Capital (a Citadel company), TCG X and funds managed by Tekla Capital Management LLC.
  • Proceeds from the transaction are expected to provide MoonLake with the capital needed to accelerate the development of the clinical stage, tri-specific Nanobody® sonelokimab, in multiple inflammatory diseases in dermatology and rheumatology driven by IL-17A and IL-17F (A/F Inflammatory Diseases or AFIDs).
  • In a Phase 2b trial with over 300 moderate-to-severe psoriasis patients, sonelokimab numerically outperformed the leading IL-17 inhibitor secukinumab and demonstrated a favorable benefit-risk profile.
  • Building on this progress, MoonLake plans to initiate additional Phase 2 studies targeting other IL-17A/F driven indications such as psoriatic arthritis (PsA), ankylosing spondylitis or radiographic axial spondyloarthritis (AS or RaxSpA), and hidradenitis suppurativa (HS), each of which affect millions of patients worldwide.

SUBSEQUENT EVENT – 2/25/22 – 8-K LINK

  • On February 20, 2022, Helix, MoonLake, and Cormorant Private Healthcare Fund IV. L.P. entered into a Convertible Loan Agreement 
  • The Cormorant Lender has loaned to MoonLake an aggregate principal amount of $15,000,000 (the “Loan”) to finance MoonLake’s general corporate purposes until the contemplated closing of the Business Combination, including product and technology development, operations, sales and marketing, management expenses and salaries.
  • The Loan may not be used for repayment of any outstanding amount under any other existing or future indebtedness of MoonLake.
  • The Loan is interest-free, unsecured, and matures on the earlier of:
    • (i) two business days after the closing date of the Business Combination and
    • (ii) June 30, 2022; provided, that, if the closing of the Business Combination occurs before June 30, 2022, Cormorant Lender has the right to unilaterally assign and transfer the Convertible Loan Agreement with any and all associated rights and claims to Helix in (partial) satisfaction of Cormorant Fund IV’s PIPE Commitment in connection with the Business Combination (the “Rollover Option”).
  • If the Cormorant Lender exercises the Rollover Option, Helix will become the Lender under the Convertible Loan Agreement.
  • If the Business Combination is terminated and the Loan has not been repaid, Cormorant Lender is entitled to convert the Loan into shares of MoonLake as follows:
    • (i) if prior to June 30, 2022, a bona fide share capital increase of MoonLake, not caused by share issuance pursuant to any benefits plan or loan conversion, is consummated, or
    • (ii) after July 30, 2022, if a conversion has not already occurred (each, a “Conversion”).
  • The number of shares of MoonLake issuable upon the Conversion shall be determined by dividing the Loan by the applicable conversion price.
  • Conversion Price:
    • a) with respect to an Equity Financing Conversion, the price per Conversion Share equal to 80% of the subscription price paid by the investors in such Equity Financing Round;
    • b) with respect to a Mandatory Conversion, the price per Conversion Share equal to 80% of the value obtained by dividing the Fair Market Value of the Borrower by the Borrower’s Fully Diluted Shares as of immediately prior to the Mandatory Conversion

TRANSACTION

  • Upon the closing of the business combination, MoonLake will have access to approximately $230 million in cash (less any redemptions and transaction costs).
  • The proceeds will be funded through a combination of approximately $115 million held in a trust account by Helix (assuming no redemptions) and a $115 million concurrent PIPE financing of Helix Class A shares issued at $10.00 per share to leading institutional investors.
  • Assuming a share price of $10.00 per share and no redemptions of Helix shares, MoonLake (as a combined entity) is expected to have an implied pro forma equity value of approximately $620 million at closing.
  • As part of the transaction, certain MoonLake existing equity holders will transfer their MoonLake equity to Helix in exchange for Class A shares of Helix, while certain other MoonLake existing equity holders will have the ability to convert their MoonLake equity into shares of Helix.

Helix Transaction Overview


PIPE

  • The transaction includes commitments for a $115 million PIPE at $10.00 per share from a group including premier institutional and strategic investors.
  • The PIPE is led by Cormorant Asset Management and includes BVF Partners L.P., 683 Capital Partners, LP, Asymmetry Capital Management, LP, funds managed by Ghost Tree Capital Group, LP, Monashee Investment Management, LLC, RTW Investments, LP, Surveyor Capital (a Citadel company), TCG X and funds managed by Tekla Capital Management LLC.
  • PIPE subscribers may terminate if on the Closing Date, any of the conditions to closing set forth in the Subscription Agreement are not satisfied or waived, and, as a result thereof, the transactions contemplated in the Subscription Agreement are not consummated at the Closing; or May 30, 2022.

LOCK-UP

  • six (6) months after the Effective Date (the «Lock-up Period»)

NOTABLE CONDITIONS TO CLOSING

  • Helix Closing Condition:
    • The Available Closing Date Cash equaling or exceeding $52,000,000, the minimum amount required for Helix to obtain voting control of MoonLake.
  • Moonlake Closing Condition:
    • The Available Closing Date Cash equaling or exceeding $150,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The parties can terminate the Business Combination Agreement if the Business Combination is not consummated by May 30, 2022 (the “Outside Date”).
  • PIPE subscribers may terminate if, on the Closing Date, any of the conditions to closing set forth in the Subscription Agreement are not satisfied or waived, and, as a result thereof, the transactions contemplated in the Subscription Agreement are not consummated at the Closing; or May 30, 2022.

ADVISORS

  • Jefferies LLC, Cowen and Company, LLC and SVB Leerink LLC acted as co-lead placement agents for Helix Acquisition Corp. on the PIPE transaction.
  • Jefferies also acted as lead capital markets advisor to Helix Acquisition Corp.
  • SVB Leerink LLC also acted as financial advisor to Helix Acquisition Corp.
  • Gibson, Dunn & Crutcher LLP, Kellerhals Carrard Basel KIG and Walkers (Cayman) LLP acted as legal counsel to MoonLake.
  • White & Case LLP, Pestalozzi Attorneys at Law Ltd, and Maples Group acted as legal counsel to Helix Acquisition Corp.
  • Kirkland & Ellis LLP acted as legal counsel to the placement agents.

MANAGEMENT & BOARD


Executive Officers

Bihua Chen, 52
Chief Executive Officer and Chairman

Ms. Chen is the Founder and managing member of Cormorant. Prior to founding Cormorant, Ms. Chen managed a separately managed account focused on the healthcare sector as a sub-adviser to a large, multi-strategy hedge fund based in New York. During Ms. Chen’s time managing the account from 2005 through 2010, the account grew from $75 million in assets to $800 million in assets. Prior to that, Ms. Chen was a healthcare analyst and sector portfolio manager for American Express Asset Management, Boston. Ms. Chen has also served as a portfolio manager for the Asterion Life Science Fund from 2001 through 2002, an equity analyst and portfolio manager for Bellevue Research from 2000 through 2001 and an equity analyst for Putnam Investments from 1998 through 2001. Ms. Chen obtained a Master of Business Administration degree from the Wharton School of Business in 1998 and graduated with a Master of Science degree in Molecular Biology from the Graduate School of Biomedical Science at Cornell Medical College in 1994. Ms. Chen also holds a Bachelor of Science degree in Genetics and Genetic Engineering from Fudan University, Shanghai, China, which she received in 1990.


Jay Scollins, 46 [Resigned 4/27/21]
Chief Financial Officer

Mr. Scollins is the Chief Financial Officer and Chief Operating Officer of Cormorant. He joined Cormorant in 2013 as Investment Manager. Prior to this, he was the Chief Financial Officer of Roark, Rearden and Hamot Capital Management LLC from 2005 until 2013. In addition, during that period, from December 2012 until March 2013, Mr. Scollins served as Interim CFO of ISC8, Inc., a company that commenced Chapter 11 proceedings in September 2014. From 2001 until 2005, Mr. Scollins was a Finance Director at Sankaty Advisors LLC. He started his career in the audit practice of Ernst and Young LLP. Mr. Scollins received a Bachelor’s degree in Business Administration from the University of Notre Dame in 1996 and a Master’s degree in Finance from Boston College in 2004.


Andrew Phillips, 50 [Added 4/30/21]
Chief Financial Officer

Dr. Phillips, 50, is a Managing Director at Cormorant Asset Management, LP, where he has served since 2020. Prior to joining Cormorant Asset Management, LP, Dr. Phillips served at C4 Therapeutics, Inc., a company pioneering targeted protein degradation medicines, from 2016, most recently as the President and Chief Executive Officer from 2018 to 2020. Prior to joining C4 Therapeutics, Inc., Dr. Phillips was Senior Director, Center for Development of Therapeutics at the Broad Institute of MIT and Harvard, where he led overall therapeutic efforts and provided strategic leadership for a number of major partnerships from 2014 to 2016. Dr. Phillips was a Full Professor of Chemistry at Yale University from 2010 to 2015 and a Full Professor of Chemistry and Biochemistry at the University of Colorado from 2001 to 2010. Dr. Phillips holds Ph.D. and B.Sc. Hons. degrees in Biochemistry and Chemistry from the University of Canterbury (Christchurch, New Zealand).


Board of Directors

Nancy Chang, 70
Director

Dr. Chang is currently serving as the CEO of Ansun Biopharma, Inc., a clinical late stage biopharmaceutical company focused on the development of unique host-directed anti-viral therapies for respiratory viruses. In addition to her role with Ansun Biopharma, Inc., she also serves as the Chairman and Founder of Apex Capital, an investment management company focused on investments in healthcare, education and socially responsible ventures. From 2007 to 2012, Dr. Chang was the Founder, Chairperson and Senior Managing Director of Caduceus Asia Partners at OrbiMed Advisors L.L.C., one of the largest healthcare focused investment management firms in the world. Prior to that, Dr. Chang was the Co-Founder, President, Chief Executive Officer and Chairman of Tanox, Inc., a company focused on the development of therapeutics to address major unmet medical needs in the areas of asthma, allergy, inflammation, HIV infection and other diseases affecting the human immune system, from 1986 to 2006. and led the company through an initial public offering in 2000 and growth to a $1 billion public valuation until its acquisition by Genentech Inc. in 2007. From 1980 to 1986, Dr. Chang held several leadership positions at Centocor Biotech Inc., now a division of Johnson & Johnson. In addition, Dr. Chang has served on the boards of a number of companies, including Charles River Laboratory International, Inc., Eddingpharm (Cayman) Inc., Crown Bioscience Inc., Applied Optoelectronics, Inc., SciClone Pharmaceuticals, Inc., and a number of other private companies. In addition, Dr. Chang was a member of the board of directors at BIO (the Biotech Industry Organization in the U.S.) and BioHouston (the biotech industry organization in Houston, Texas). She has published more than 35 papers on topics ranging from monoclonal antibodies to human immunodeficiency virus (HIV) and holds seven patents. Dr. Chang graduated from National Tsing Hua University in Taiwan and received her Ph. D. from the Division of Medical Sciences at Harvard Medical School in 1979.


Will Lewis, 51
Director

Mr. Lewis joined Insmed, Inc. in 2012 as President and Chief Executive Officer and as a member of the board of directors. Mr. Lewis became chair of the board of directors in November 2018. He is the former Co-Founder, President, and Chief Financial Officer of Aegerion Pharmaceuticals, Inc. (Nasdaq: AEGR), and previously spent more than 10 years working in investment banking in the U.S. and Europe. He also previously worked for the U.S. government. Will holds a Bachelor of Arts degree cum laude from Oberlin College as well as a Master of Business Administration and a Juris Doctor with Honors from Case Western Reserve University. Will is a member of the board of trustees of BioNJ, the life sciences association for New Jersey, and a member of the board of trustees of Case Western Reserve University.


John Schmid, 57
Director

Mr. Schmid currently serves as a member of the board of directors of AnaptysBio, Inc., Neos Therapeutics, Inc., Poseida Therapeutics, Inc., Xeris Pharmaceuticals, Inc., and Forge Therapeutics, Inc., all pharmaceutical companies, and as the chairman of the board of directors of Speak, Inc., a speakers bureau, which he helped found in 1989. Mr. Schmid served as Chief Financial Officer of Auspex Pharmaceuticals, Inc. from 2013 until its sale to Teva Pharmaceuticals, Inc. in 2015. Prior to Auspex Pharmaceuticals, Inc., he co-founded Trius Therapeutics, Inc., where he served as Chief Financial Officer from 2004 until its merger with Cubist Pharmaceuticals, Inc. in 2013. Mr. Schmid also served as Chief Financial Officer at GeneFormatics, Inc. from 1998 to 2003 and as Chief Financial Officer at Endonetics, Inc. from 1995 to 1998. Mr. Schmid holds a Bachelor’s degree in Economics from Wesleyan University and a Master of Business Administration degree from the University of San Diego.