Leading institutional and strategic investors
commit $75 million through a common stock private investment in
public equity (“PIPE”) led by Foresite Capital, as well as Gilead
Sciences, RA Capital Management and Frazier Life Sciences
Total proceeds from this transaction are
expected to be approximately $276 million, combining funds held in
FS Development Corp. II’s trust account and the PIPE financing, and
will be used to advance PBI-0451, Pardes’ lead oral antiviral drug
candidate to treat and prevent SARS-CoV-2 infections as well as
additional candidates from the company’s tunable, reversible
covalent chemistry platform
Business combination is expected to be
completed by October 2021 and the combined company is expected to
be listed on NASDAQ under the ticker symbol PRDS
Pardes Biosciences, Inc., an early-stage biopharmaceutical
company, and FS Development Corp. II (Nasdaq: FSII), a special
purpose acquisition company sponsored by Foresite Capital, today
announced they have entered into a definitive merger agreement.
Upon closing of the transaction, the company will be renamed
“Pardes Biosciences, Inc.” (Combined Company) and will be led by
Uri A. Lopatin, M.D., Chief Executive Officer of Pardes. The
Combined Company’s common stock is expected to be listed on NASDAQ
under the ticker symbol PRDS.
A group of premier institutional and strategic healthcare
investors has committed to participate in the transaction through a
common stock PIPE of approximately $75 million at $10.00 per share.
Institutional investors in the PIPE include lead investors Foresite
Capital, an affiliate of FS Development Corp. II, RA Capital
Management, Frazier Life Sciences, funds and accounts advised by T.
Rowe Price Associates, Inc., GMF Capital LLC, EcoR1 Capital,
Monashee Investment Management LLC, as well as strategic investor,
Gilead Sciences. Assuming no redemptions are exercised, the
Combined Company is expected to receive total proceeds of
approximately $276 million at the closing of the transaction,
inclusive of the FS Development Corp II trust account balance.
The company’s lead program, PBI-0451, an oral antiviral drug
candidate, is designed to inhibit an essential viral protein, the
main protease (Mpro) of SARS-CoV-2, the virus causing COVID-19. The
main protease is highly similar across all coronaviruses –
including SARS, MERS and the SARS-CoV-2 emerging coronavirus
variants.
“I am extremely grateful to the Pardes team and our investors
for helping us achieve this important milestone,” said Uri A.
Lopatin, M.D., Chief Executive Officer of Pardes Biosciences.
“COVID-19 has been a global medical catastrophe. Over the past year
we have been focused on bringing forward PBI-0451, a viral protease
inhibitor that we are developing to be a potential oral therapy for
SARS-CoV-2 infections. Oral antivirals are expected to play an
important role in ending this pandemic and preventing the next
one.”
“The emergence of novel variants of increasing pathogenicity,
such as the Delta variant, reinforces the need for new therapies
that can be easily and rapidly deployed globally," said Jim
Tananbaum, M.D., founder and CEO of Foresite Capital and president
and CEO of FS Development Corp. II. “We invest in people and
companies that have the potential to transform healthcare. We are
very pleased that Gilead, which for more than 30 years has been a
leader in the field of virology, is among the investors in this
round. We believe that PBI-0451, and the experienced team in place
at Pardes, can have an enormous impact on global public health, and
we are excited to join them on this next phase of the Pardes
journey.”
Proceeds from the transaction are expected to provide Pardes
Biosciences with the capital needed to progress its lead product
candidate, PBI-0451, and to advance additional early discovery
programs that leverage the company’s tunable, reversible covalent
chemistry platform. Pending regulatory approval, the company
anticipates initiating clinical trials later this year and plans to
study PBI-0451 for prophylaxis and treatment of SARS-CoV-2
infections.
Post-closing of the transaction, Dr. Tananbaum, who is on the
boards of directors of FS Development Corp. II and Pardes, will be
joined by the other board members from Pardes to form the Combined
Company’s five-person board of directors, which may be increased up
to seven prior to closing.
Summary of Transaction
The proposed transaction has been approved by the boards of
Pardes Biosciences and FS Development Corp. II, including all of
their disinterested directors. Current Pardes shareholders are
converting 100% of their existing equity interests into common
stock of the Combined Company. In addition to the approximately
$201 million held in FSII’s trust account (assuming no redemptions
are effected), a group of premier institutional and strategic
healthcare investors has committed to participate in the
transaction through a common stock PIPE of approximately $75
million at $10 per share.
The Combined Company is expected to receive gross proceeds of
approximately $276 million at the closing of the transaction
(assuming no redemptions are effected), which is expected by
October 2021. The close of this transaction is subject to approval
of FSII’s shareholders and the satisfaction or waiver of certain
other customary closing conditions.
Jefferies LLC and SVB Leerink acted as co-lead private placement
agents for, and financial and capital markets advisor to, FS
Development Corp. II. Goodwin Procter LLP acted as legal counsel to
Pardes. White & Case LLP acted as legal counsel to FS
Development Corp. II.
The description of the business combination contained herein is
only a high-level summary. Additional information about the
transaction and Pardes will be provided in a Current Report on Form
8-K to be filed by FS Development Corp. II with the Securities and
Exchange Commission (“SEC”) and will be available at
www.sec.gov.
In addition, in connection with the proposed business
combination, FS Development Corp. II intends to file a registration
statement on Form S-4 with the SEC, which will include a
preliminary proxy statement/prospectus and a definitive proxy
statement/prospectus, and will file with the SEC other documents
regarding the proposed transaction. FS Development Corp. II’s
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus
and documents incorporated by reference therein filed in connection
with the proposed business combination, as these materials will
contain important information about Pardes, FS Development Corp.
II, and the proposed merger. When available, the definitive
proxy statement/prospectus and other relevant materials for the
proposed merger will be mailed to stockholders of FS Development
Corp. II as of a record date to be established for voting on the
proposed business combination. Stockholders will also be able to
obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to
press@foresitecapital.com.
About Pardes Biosciences
Pardes Biosciences is an agile biopharmaceutical company
committed to solving some of the world’s most pressing public
health challenges. Pardes leverages structure-based drug design and
a tunable, reversible covalent chemistry platform for novel drug
discovery. The company’s lead product candidate, PBI-0451, is being
developed as a potential direct-acting, oral antiviral drug to
treat and prevent SARS-CoV-2 infections. PBI-0451 is designed to
inhibit the coronavirus main protease, an essential protein for
SARS-CoV-2. This protease is highly similar across all
coronaviruses, including emerging coronavirus variants. Pardes
Biosciences is headquartered in Carlsbad CA. For more information,
visit www.pardesbio.com.
About FS Development Corp. II (FSII)
FS Development Corp. II, sponsored by Foresite Capital, is a
blank check company formed for the purpose of effecting a business
combination with one or more businesses in the biotechnology
sector. The company is led by Jim Tananbaum, M.D., the CEO of
Foresite Capital, an investment firm funding visionary healthcare
entrepreneurs with approximately $4 billion in assets under
management. The firm is headquartered in the San Francisco Bay
Area.
Important Information About the Merger and Where to Find
It
A full description of the terms of the business combination will
be provided in a registration statement on Form S-4 to be filed
with the SEC by FS Development Corp. II that will include a
prospectus with respect to the Combined Company’s securities to be
issued in connection with the business combination and a proxy
statement with respect to the shareholder meeting of FS Development
Corp. II to vote on the business combination. FS Development
Corp. II urges its investors, shareholders and other interested
persons to read, when available, the preliminary proxy statement/
prospectus as well as other documents filed with the SEC because
these documents will contain important information about FS
Development Corp. II, Pardes and the business combination.
After the registration statement is declared effective, the
definitive proxy statement/prospectus to be included in the
registration statement will be mailed to shareholders of FS
Development Corp. II as of a record date to be established for
voting on the proposed business combination. Once available,
shareholders will also be able to obtain a copy of the S-4,
including the proxy statement/prospectus, and other documents filed
with the SEC without charge, by directing a request to: FS
Development Corp. II, Attn: Secretary, 900 Larkspur Landing Circle,
Suite 150, Larkspur, California 94939. The preliminary and
definitive proxy statement/prospectus to be included in the
registration statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
FS Development Corp. II and Pardes and their respective
directors and executive officers may be considered participants in
the solicitation of proxies with respect to the proposed business
combination described in this press release under the rules of the
SEC. Information about the directors and executive officers of FS
Development Corp. II is set forth in FS Development Corp. II’s
final prospectus filed with the SEC pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the “Securities Act”) on
February 18, 2021, and is available free of charge at the SEC’s
website at www.sec.gov or by directing a request to: FS Development
Corp. II, Attn: Secretary, 900 Larkspur Landing Circle, Suite 150,
Larkspur, California 94939. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the FS Development Corp. II shareholders in
connection with the proposed business combination will be set forth
in the registration statement containing the proxy
statement/prospectus for the proposed business combination when it
is filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. Although we believe that we have a reasonable basis for
each forward-looking statement contained in this press release, we
caution you that these statements are based on a combination of
facts and factors currently known by us and our projections of the
future, about which we cannot be certain. Forward-looking
statements in this press release include, but are not limited to,
statements regarding the proposed business combination, including
the timing and structure of the business combination, the proceeds
of the business combination, the initial market capitalization of
the Combined Company and the benefits of the business combination,
as well as statements about the potential attributes and benefits
of Pardes’ product candidates and the format and timing of Pardes’
product development activities and clinical trials. We cannot
assure you that the forward-looking statements in this press
release will prove to be accurate. These forward-looking statements
are subject to a number of significant risks and uncertainties that
could cause actual results to differ materially from expected
results, including, among others, the ability to complete the
business combination due to the failure to obtain approval from FS
Development Corp. II’s shareholders or satisfy other closing
conditions in the Merger Agreement, the occurrence of any event
that could give rise to the termination of the Merger Agreement,
the ability to recognize the anticipated benefits of the business
combination, the outcome of any legal proceedings that may be
instituted against FS Development Corp. II or Pardes following
announcement of the proposed business combination and related
transactions, development of competing therapeutic treatments for
COVID-19 on Pardes’ business and/or the ability of the parties to
complete the business combination, the ability to obtain or
maintain the listing of FS Development Corp. II’s common stock on
Nasdaq following the proposed business combination, costs related
to the proposed business combination, changes in applicable laws or
regulations, the possibility that FS Development Corp. II or Pardes
may be adversely affected by other economic, business, and/or
competitive factors, and other risks and uncertainties, including
those to be included under the header “Risk Factors” in the
registration statement on Form S-4 to be filed by FS Development
Corp. II with the SEC and those included under the header “Risk
Factors” in the final prospectus of FS Development Corp. II related
to its initial public offering. Most of these factors are outside
of FS Development Corp. II’s and Pardes’ control and are difficult
to predict. Furthermore, if the forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all. The forward-looking
statements in this press release represent our views as of the date
of this press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210629005441/en/
Media Contact Andrea Heuer, Consort Partners
pardesbio@consortpartners.com
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