Petra Acquisition, Inc. (NASDAQ: PAICU, PAIC, & PAICW)
(“Perta”), a publicly traded special purpose acquisition company,
announced today that it has entered into certain backstop
agreements and forward share purchase agreements for up to $12
million in connection with its proposed business combination with
Revelation Biosciences, Inc. (“Revelation”), a clinical-stage life
sciences company focused on the development of immunologic‑based
therapies for the prevention and treatment of disease.
The backstop agreements and forward share
purchase agreements with AXA Prime Impact Master Fund, Meteora
Capital Partners, LifeSci Venture Partners, and other Petra and
Revelation institutional and individual holders, total up to $12
million. This amount includes up to $2.5 million of convertible
note financing obtained by Revelation from AXA Prime Impact Master
Fund, which will be used to backstop redemptions. These backstop
agreements and forward share purchase agreements should ensure the
minimum cash condition required of the business combination
agreement will be met and provide the post-business combination
entity with working capital to fund the continued development of
Revelation’s REVTx-99 product candidate.
“The need for what the team at Revelation is
developing has never been bigger,” said Curt LaBelle M.D.,
representing AXA Prime Impact Master Fund. “Not only are they
solving a significant global problem, but they bring an impressive
portfolio of past commercial successes. I look forward to working
with them to improve the way we diagnose, prevent and treat
respiratory diseases.”
“This vote of confidence in our team and
products comes at an important time, as we enter into cold and flu
season – and see yet another wave of COVID-19 infections around the
world – highlighting the need for new and innovative solutions to
respiratory disease,” said James Rolke, Chief Executive Officer of
Revelation. “At Revelation, we are laser focused on developing and
delivering therapeutics and diagnostics for respiratory viruses
like these that impact so many lives and economies each year. We
look forward to demonstrating our progress and value as a public
company under the REVB symbol.”
Details of the Agreements
On December 21, 2021, Petra entered into
backstop agreements with AXA Prime Impact Master Fund, LifeSci
Venture Partners and other Petra and Revelation institutional, and
individual investors (the “Backstop Subscribers”). As part of such
backstop agreements, the Backstop Subscribers have agreed to
subscribe for and purchase, in the aggregate, up to $4.5 million of
shares of Petra’s common stock, in the event that more than $31.5
million of public shares of Petra are submitted for redemption in
connection with the proposed business combination. On December 21,
2021, Petra also entered into a forward share purchase agreement
with Meteora Capital Partners and its affiliates (collectively,
“Meteora”) pursuant to which Meteora has committed, subject to
certain customary closing conditions, to purchase additional shares
of Petra common stock in the open market or from redeeming
stockholders so that Meteora holds at least 750,000 shares of Petra
common stock as of the closing of the proposed business
combination, and to not redeem any of such 750,000 shares in
connection with the business combination. In addition, on December
21, 2021 Revelation obtained convertible note financing in an
amount of up to $2.5 million from an AXA Prime Impact Master Fund,
the proceeds of which may be used by Revelation to purchase shares
of Petra common stock from redeeming stockholders in connection
with the proposed business combination.
The full text of the forward purchase and
backstop agreements will be filed by Petra with the SEC on Form 8-K
and the description in this release are qualified by reference to
the Form 8-K
About Petra Acquisition,
Inc.
Petra Acquisition, Inc. (NASDAQ: PAICU, PAIC,
& PAICW) is a blank check company organized for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar
Business Combination with one or more businesses or entities, with
an initial focus on target businesses in the healthcare or a
healthcare-related industry.
About Revelation Biosciences Inc.
Revelation Biosciences, Inc. is a clinical-stage
life sciences company focused on the development of
immunologic-based therapies for the prevention and treatment of
disease. Revelation has several product candidates in development.
REVTx-99, the lead therapeutic candidate, is an intranasal
immunomodulator to prevent or treat infections caused by various
respiratory viruses such as SARS-CoV-2, including its variants,
influenza A and B, parainfluenza, rhinovirus, and RSV. REVTx-99 is
also being developed for other indications such as: allergic
rhinitis and chronic nasal congestion. REVTx-200 is an intranasal
immunomodulator adjunct to be used in combination with an
intramuscular vaccination for more complete immunity. REVTx-200 is
based on the same technology used in REVTx-99. In addition to
Revelation’s therapeutic pipeline, Revelation is also developing
REVDx-501, a rapid home use diagnostic that can be used to detect
any respiratory viral infection, regardless of virus type or
strain, without the need for specialized instrumentation.
For more information on Revelation, please visit
www.RevBiosciences.com.
Forward-Looking Statements
This press release contains forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995, as amended, including statements regarding the
anticipated benefits of the transaction, the anticipated timing of
the transaction, the future business and financial condition of the
company post-closing and expected financial impacts of the
transaction, the satisfaction of closing conditions to the
transaction, the level of redemptions of Petra’s public
stockholders; the market opportunities for Revelation’s product
candidates; and the potential for regulatory approval for
Revelation’s product candidates. These forward-looking statements
are generally identified by the words "anticipate", "believe",
"expect", "estimate", "plan", "outlook", and "project" and other
similar expressions. Forward-looking statements are statements that
are not historical facts. We caution investors that forward-looking
statements are based on management’s expectations and are subject
to various risks and uncertainties. As a result, caution must be
exercised in relying on forward-looking statements, which speak
only as of the date they were made. The following factors, among
others, could cause actual results to differ materially from those
described in these forward-looking statements: risks relating to
the successful completion of RVL-CLR01 clinical study; the risk
that we may not fully enroll our RVL-CLR01 clinical study or
enrollment will take longer than expected; risks relating to the
occurrence of adverse safety events and/or unexpected concerns that
may arise from data or analysis from our RVL-CLR01 clinical study;
the occurrence of any event, change or other circumstances that
could give rise to an amendment or termination of the Merger
Agreement and the proposed transaction contemplated thereby; the
inability to complete the transactions contemplated by the Merger
Agreement due to the failure to obtain approval of the stockholders
of Petra or Revelation or other conditions to closing in the Merger
Agreement; the inability to project with any certainty the amount
of cash proceeds remaining in the Petra trust account at the
closing of the transaction; the uncertainty relative to the cash
made available to Revelation at the closing as a result of
redemption requests made by the Petra stockholders; the inability
of the company post-closing to obtain or maintain the listing of
its securities on Nasdaq following the Business Combination; the
amount of costs related to the Business Combination; Revelation’s
ability to yield sufficient cash proceeds from the transaction to
support its short-term operations and research and development
efforts since the Merger Agreement requires no minimum level of
funding in the trust fund to close the transaction; the outcome of
any legal proceedings that may be instituted against the parties
following the announcement of the Business Combination; changes in
applicable laws or regulations; the ability of Revelation to meet
its post-closing financial and strategic goals, due to, among other
things, competition; the ability of the company post-closing to
grow and manage growth profitability and retain its key employees;
the possibility that the company post-closing may be adversely
affected by other economic, business, and/or competitive factors;
risks relating to the successful development of Revelation’s
product candidates; the clinical utility of an increase in
intranasal cytokine levels as a biomarker of viral infections; the
ability to complete planned clinical studies of REVTx-99; expected
initiation of the clinical studies, the timing of clinical data;
the outcome of the clinical data, including whether the results of
such study is positive or whether it can be replicated; the outcome
of data collected, including whether the results of such data
and/or correlation can be replicated; the timing, costs, conduct
and outcome of our other clinical studies; the anticipated
treatment of future clinical data by the FDA, the EMA or other
regulatory authorities, including whether such data will be
sufficient for approval; the success of future development
activities for REVTx-99 and expanded indications, REVTx-200,
REVDx-501, or any other product candidates; potential indications
for which product candidates may be developed; the potential impact
that COVID-19 may have on Revelation’s suppliers, vendors,
regulatory agencies, employees and the global economy as a whole;
the expected duration over which Revelation’s balances will fund
its operations; and other risks and uncertainties described herein,
as well as those risks and uncertainties discussed from time to
time in other reports and other public filings with the SEC by
Petra.
No Offer or Solicitation
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
Important Information and Where to Find
It
In connection with the proposed Business
Combination described herein, Petra has filed, and the SEC has
declared effective, a Registration Statement on Form S-4, that
includes a proxy statement/prospectus. Petra will mail the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the Special Meeting relating to the
transaction. INVESTORS AND STOCKHOLDERS OF PETRA ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION
THAT PETRA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PETRA,
REVELATION AND THE BUSINESS COMBINATION. The definitive proxy
statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by Petra with the SEC, may be obtained free of charge at the
SEC’s website (www.sec.gov).
Participants in the
Solicitation
Petra and its directors and executive officers
may be deemed participants in the solicitation of proxies from
Petra’s stockholders with respect to the Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in Petra is included in the proxy
statement for the proposed Business Combination and is available at
www.sec.gov. Additional information regarding the interests of such
participants is contained in the proxy statement for the proposed
Business Combination. Information about Petra’s directors and
executive officers and their ownership of Petra common stock is set
forth in Petra’s prospectus, dated October 7, 2020, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the interests of
the participants in the proxy solicitation is included in the proxy
statement pertaining to the proposed Business Combination. These
documents can be obtained free of charge at the SEC’s website
(www.sec.gov).
Revelation and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Petra in connection with the
proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed Business Combination is included in the
proxy statement for the proposed Business Combination.
Company Contacts
Andreas TypaldosChief Executive OfficerPetra Acquisition,
Inc.(917) 622-5800
and
Sandra VedrickVice President, Investor Relations & Human
ResourcesRevelation Biosciences Inc. Email:
svedrick@revbiosciences.com
and
Chester Zygmont, IIIChief Financial OfficerRevelation
Biosciences Inc. Email: czygmont@revbiosciences.com
Media contact: Kristin Faulder kristin@heurisay.com
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