Therapeutics Acquisition Corporation

Therapeutics Acquisition Corporation

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: POINT Biopharma

ENTERPRISE VALUE: $639.2 million
ANTICIPATED SYMBOL: PNT

Therapeutics Acquisition Corporation proposes to combine with POINT Biopharma, a late-stage biopharmaceutical company dedicated to bringing the many benefits of precision radiopharmaceutical therapies to patients with cancer. Upon closing of the business combination, RACA will be renamed POINT Biopharma Global Inc., and its common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PNT”

POINT is combining a portfolio of best-in-class radiopharmaceutical assets, a seasoned management team, strategic partnerships in radio-isotope supply, manufacturing technology and novel direct to patient targeting to revolutionize theragnostic drug development and radioligand commercialization.

Proceeds of the business combination and the PIPE will be primarily used to:

  • advance POINT’s two Phase 3 product candidates, PNT2002 and PNT2003, toward potential regulatory approval,
  • advance POINT’s earlier stage pipeline of innovative radiopharmaceutical product candidates, and
  • continue to strengthen and scale internal manufacturing and logistics capabilities, by completing construction of POINT’s manufacturing facility located in Indianapolis, Indiana.

TRANSACTION

All of the shares of current POINT shareholders and all of the vested equity awards of holders will be converted into shares or equivalent awards of the Combined Company at an implied POINT equity value of $585 million. Current RACA shareholders are converting their shares of Class A common stock into common stock of the Combined Company on a one for one basis. The Combined Company common stock is expected to trade on the Nasdaq Capital Market upon closing, under the ticker symbol “PNT”. Assuming a share price of $10.00 per share, the Combined Company is expected to have an initial equity value of approximately $924 million.

RACA trans overview


PIPE

  • Common stock PIPE of approximately $165 million at $10.00 per share.
    • Affiliates of RA Capital Management, L.P., will fund $40,000,000 in the PIPE Financing.
  • Investors in the PIPE include lead investor RA Capital Management, an affiliate of RACA’s sponsor, as well as Johnson & Johnson Innovation – JJDC, Inc., Surveyor Capital (a Citadel company), Farallon Capital Management, L.L.C., BVF Partners L.P., Boxer Capital, Sphera Healthcare, Woodline Partners LP, Suvretta Capital, Fairmount Funds, and Perceptive Advisors.

NOTABLE CONDITIONS TO CLOSING

  • If RACA has not redeemed Class A common stock in an amount that would cause RACA to have net tangible assets in its trust account of less than $5,000,001

NOTABLE CONDITIONS TO TERMINATION

  • by the mutual written consent of RACA and POINT if the combination has not closed by September 15, 2021 (the “Termination Date”)

ADVISORS

  • Perella Weinberg Partners LP is acting as lead financial and capital markets advisor to POINT.
  • Cowen and Company, LLC and Piper Sandler are also acting as capital markets advisors to POINT.
  • Jefferies LLC is acting as lead financial and capital markets advisor to RACA.
  • Bass, Berry & Sims PLC is acting as lead legal counsel to POINT.
  • Goodwin Procter LLP is acting as lead legal counsel to RACA.

MANAGEMENT & BOARD


Executive Officers

Peter Kolchinsky, Ph.D., 43
Chief Executive Officer & Chairman

Dr. Kolchinsky has served as a Portfolio Manager and Managing Partner of RA Capital Management, L.P. since September 2004. Dr. Kolchinsky is active in both public and private investments in companies developing drugs, medical devices, diagnostics, and research tools. Dr. Kolchinsky also leads RA Capital Management, L.P.’s engagement and publishing efforts, which aim to make a positive social impact and spark collaboration among healthcare stakeholders, including patients, physicians, researchers, policymakers, and industry. He serves as a member of the board of directors of Wave Life Sciences Ltd. He previously served as a member of the board of directors of Synthorx, Inc., Dicerna Pharmaceuticals, Inc. and G1 Therapeutics, Inc. He served on the Board of Global Science and Technology for the National Academy of Sciences, is the author of The Great American Drug Deal and The Entrepreneur’s Guide to a Biotech Startup, and frequently writes and speaks on the future of biotechnology innovation. Dr. Kolchinsky holds a B.A. in Biology from Cornell University and a Ph.D. in Virology from Harvard University.


Matthew Hammond, Ph.D. , 31
Chief Financial Officer & Director

Dr. Hammond is a Principal on the Investment Team at RA Capital Management and has been with RA Capital since December 2014. He works on both public and private healthcare companies. Dr. Hammond serves as a member of the board of directors of Cerebral Therapeutics, Inc. and is a board observer at Akouos, Inc., Imbria Pharmaceuticals, Inc. and Attune Pharmaceuticals, Inc. Previously, Dr. Hammond was a board observer at Calimmune, Inc. (acquired by CSL Berhing LLC), Solid Biosciences Inc., Eidos Therapeutics, Inc., Precision Biosciences, Inc., Imara, Inc., Crinetics Pharmaceuticals, Inc. and Stoke Therapeutics, Inc., each Nasdaq-listed companies. Dr. Hammond holds a B.S. in Environmental Health Science from the University of Georgia and both a Ph.D. in Biomedical Science and an MBA with a concentration in Finance from the University of Connecticut. His graduate research investigated innate immune responses after intracerebral hemorrhage.


 

Board of Directors

Daniel S. Grau, 53
Director

Mr. Grau is an experienced biotech entrepreneur and operating executive. He co-founded and currently serves as CEO, President, and Director at Sojournix, a biopharmaceutical company focused on developing and commercializing novel therapies for the treatment of women’s health and neuroendocrine disorders. Prior to Sojournix, Mr. Grau served as President at Heptares Therapeutics (acquired 2015), Chief Executive Officer at Cortria (acquired 2010), and Chief Operating Officer at CombinatoRx (IPO 2005). Mr. Grau is a member of the Board of Directors at TetraGenetics and an advisor to HotSpot Therapeutics and he previously served on the Product Advisory Board at Concert Pharmaceuticals and as an advisor to Nimbus Therapeutics. Earlier in his career, Mr. Grau worked with multi national pharma companies as a management consultant focused on corporate strategy, M&A, and new product launches. Mr. Grau earned his M.Phil., M.A., and M.A.R. degrees from Yale University and his B.A. from Davidson College.


David C. Lubner, 56
Director

Mr. Lubner recently serves as Executive Vice President and Chief Financial Officer of Ra Pharmaceuticals, Inc., acquired by UCB S.A. in April 2020. Prior to joining Ra Pharmaceuticals, Inc. in January 2016, Mr. Lubner served as a member of the senior management team of Tetraphase Pharmaceuticals, Inc. (“Tetraphase”), a biotechnology company, from its inception in 2006 through 2015. From 2010 to 2015, Mr. Lubner served as Senior Vice President and the Chief Financial Officer of Tetraphase, where he led financial operations and was responsible for corporate finance activities. From 1999 to 2005, he served as the Chief Financial Officer of PharMetrics Inc., a leading patient-based pharmacy and medical claims data informatics company, which was acquired by IMS Health in 2015. Prior to joining PharMetrics, Mr. Lubner served as Vice President and Chief Financial Officer of ProScript, Inc. from 1996 to 1999, where Velcade® (bortezomib), a therapy widely used for treatment of the blood cancer, multiple myeloma, was discovered. Mr. Lubner also serves on the boards of directors of several private companies and was previously a member of the board of directors of Nightstar Therapeutics plc, (formerly NASDAQ: NITE), focused on the development of one-time retinal gene therapies for patients suffering from rare inherited retinal diseases, acquired by Biogen in June 2019. Mr. Lubner is a member of the American Institute of CPAs and a Certified Public Accountant in the Commonwealth of Massachusetts. Mr. Lubner received his B.S. in business administration from Northeastern University and M.S. in taxation from Bentley University.


Michael P. Gray, 49
Director 

Mr. Gray currently serves as Chief Financial Officer and Chief Operating Officer of Imara, Inc., a public biopharmaceutical company, since April 2019. Previously, Mr. Gray held various leadership positions at Arsanis, Inc., now X4 Pharmaceuticals, Inc., a public biopharmaceutical company, including President and Chief Executive Officer from November 2018 to March 2019, Chief Financial Officer from March 2016 to March 2019, Chief Operating Officer from September 2017 to November 2018, and Chief Business Officer from March 2016 to September 2017. Mr. Gray also served in various leadership positions from January 1998 through February 2016 at Curis Inc., or Curis, a public oncology drug development company. He served as Curis’ Chief Financial Officer and Chief Business Officer from February 2014 to February 2016 and as its Chief Financial Officer and Chief Operating Officer from December 2006 to February 2014. From December 2003 until December 2006, Mr. Gray served as Curis’ Vice President of Finance and Chief Financial Officer and from August 2000 until December 2003, served as its Senior Director of Finance and Controller. Previously, Mr. Gray held positions including Controller at Reprogenesis Inc., a biotechnology company focused on the development of cell therapy drug candidates, and as an audit professional for the accounting and consulting firm of Ernst & Young, LLP. Mr. Gray received his M.B.A. in corporate finance and entrepreneurial management from the F.W. Olin Graduate School of Business at Babson College and a B.S. in accounting from Bryant University.