ARS Pharmaceuticals Closes Merger with Silverback Therapeutics
November 08 2022 - 4:02PM
ARS Pharmaceuticals, Inc. (Nasdaq: SPRY) (ARS or the Company), a
biopharmaceutical company dedicated to empowering at-risk patients
and caregivers to better protect themselves from severe allergic
reactions that could lead to anaphylaxis, today announced the
closing of its merger with Silverback Therapeutics, Inc.
(Silverback). This follows the satisfaction of all customary
closing conditions, including approval of the merger by the
stockholders of Silverback. The combined company will operate as
ARS Pharmaceuticals, Inc., and shares of its common stock will
commence trading under the trading symbol “SPRY” on November 9,
2022, on the Nasdaq Global Select Market. Effective as of the
closing of the merger, ARS has over $280 million in cash and
marketable securities.
ARS has designed and developed neffy® to
provide injection-like absorption of epinephrine, in a small,
easy-to-carry, easy-to-use, rapidly administered, and reliable
nasal spray device for the treatment of Type I severe allergic
reactions , including anaphylaxis. With its needle-free
administration, neffy® may help eliminate the
anxiety and hesitation associated with using an epinephrine
injection device.
The Company’s New Drug Application (NDA) submission for
neffy® is currently under review by the U.S. Food
and Drug Administration (FDA) with an anticipated Prescription Drug
User Fee Act (PDUFA) date in mid-2023. ARS has also filed and
cleared validation of a Marketing Authorization Application (MAA)
in Europe, which is currently under review by the European
Medicines Agency (EMA).
“This is a transformative time for ARS, enabling our move to a
publicly traded organization and providing important resources to
support the potential launch and commercialization of
neffy®, upon approval,” said Richard Lowenthal,
co-founder, president and CEO of ARS. “Millions of individuals
suffer from severe allergic reactions, and unfortunately, too many
do not treat their symptoms in time or at all with injection
devices, leading to disease progression and potentially dangerous
or life-threatening outcomes. With neffy®, our
goal is to eliminate the fear of administering epinephrine with a
small, needle-free and easy-to-use nasal spray. Our team at ARS
believes that neffy® can add significant clinical
value to the community by providing an alternative to the currently
approved injection devices for patients and caregivers that either
do not carry, avoid using or hesitate to use their epinephrine
injection device. With the funding from our merger with Silverback,
ARS is also dedicated to significant efforts on patient education
and support of advocacy groups working to protect the community of
allergy patients with this disease.”
Post-merger, ARS has approximately 94 million shares of common
stock outstanding. Prior ARS equityholders collectively own
approximately 62% of the combined company and prior Silverback
equityholders collectively own approximately 38% of the combined
company, in each case on a fully diluted basis using the treasury
stock method and excluding out-of-the-money options of
Silverback.
Effective as of the closing of the merger, the board of
directors of ARS (Board) will be comprised of eleven directors,
including three directors of Silverback:
- Pratik Shah, Ph.D., chairman of the Board;
- Rajeev Dadoo, Ph.D., managing partner, SR One Capital
Management, L.P.;
- Saqib Islam, J.D. chief executive officer of Springworks
Therapeutics, Inc.;
- Michael Kelly, former president of U.S. operations for Adapt
Pharma, Inc.;
- Peter Kolchinsky, Ph.D., managing partner, RA Capital
Management, L.P.;
- Jonathan Leff, partner, Deerfield Management and chairman of
the Deerfield Institute;
- Richard Lowenthal, M.Sc., MSEL, co-founder, president and chief
executive officer of ARS;
- Brent Saunders, executive chairman of The Beauty Health
Company
- Phillip Schneider, board member of Longboard Pharmaceuticals
Inc., former chief financial officer & senior vice president of
IDEC Pharmaceuticals Corporation;
- Laura Shawver, Ph.D., chief executive officer of Capstan
Therapeutics and former chief executive officer of Silverback;
- Peter Thompson, M.D., private equity partner at Orbimed
Advisors LLC.
SVB Securities LLC acted as financial advisor to Silverback, and
Cooley LLP served as legal counsel to Silverback for the merger.
Inceptiv Law served as legal counsel to ARS for the merger.
About Type I Allergic Reactions including
AnaphylaxisType I severe allergic reactions are serious
and potentially life-threatening events that can occur within
minutes of exposure to an allergen and require immediate treatment
with epinephrine, the only FDA-approved medication for these
reactions. While epinephrine autoinjectors have been shown to be
highly effective, there are well published limitations that result
in many patients and caregivers delaying or not administering
treatment in an emergency situation. These limitations include fear
of the needle, lack of portability, needle-related safety concerns,
lack of reliability, and complexity of the devices. There are
approximately 25 to 40 million people in the United States who
experience Type I severe allergic reactions. Of those, only 3.3
million currently have an active epinephrine autoinjector
prescription, and of those, only half consistently carry their
prescribed autoinjector. Even if patients or caregivers carry an
autoinjector, more than half either delay or do not administer the
device when needed in an emergency.
About ARS Pharmaceuticals, Inc.ARS is
a biopharmaceutical company dedicated to empowering at-risk
patients and caregivers to better protect themselves from severe
allergic reactions that could lead to anaphylaxis. The Company is
developing neffy® (previously referred
to as ARS-1), an intranasal epinephrine product in clinical
development for patients and their caregivers with Type I allergic
reactions including food, medications and insect bites that could
lead to life-threatening anaphylaxis. For more information,
visit www.ars-pharma.com.
Forward Looking StatementsStatements in this
press release that are not purely historical in nature are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include,
but are not limited to, the design and potential benefits of
neffy®; the anticipated PDUFA date; the potential
regulatory approval and commercialization of
neffy®; the potential market opportunity for
neffy®; the planned use of funding from the
merger; and other statements that are not historical fact. Because
such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by
such forward-looking statements. Words such as “anticipate,”
“plans,” “expects,” “will,” “potential” and similar expressions are
intended to identify forward-looking statements. These
forward-looking statements are based upon ARS’s current
expectations and involve assumptions that may never materialize or
may prove to be incorrect. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of various risks and
uncertainties, which include, without limitation, the ability to
obtain and maintain regulatory approval for
neffy®; results from clinical trials may not be
indicative of results that may be observed in the future; potential
safety and other complications from neffy®; the
labelling for neffy®, if approved; the scope,
progress and expansion of developing and commercializing
neffy®; the size and growth of the market therefor
and the rate and degree of market acceptance thereof vis-à-vis
intramuscular injectable products; ARS’s ability to protect its
intellectual property position; and the impact of government laws
and regulations. Additional risks and uncertainties that could
cause actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under
the caption “Risk Factors” and elsewhere in ARS’s most recent
filings with the U.S. Securities and Exchange Commission (SEC),
including its preliminary proxy statement filed on August 11, 2022
and definitive proxy statement on October 6, 2022 and any reports
on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to
time and available at www.sec.gov. These documents can be accessed
on ARS’s web page at ir.ars-pharma.com by clicking on the link
“Financials & Filings.”
The forward-looking statements included in this presentation are
made only as of the date hereof. ARS assumes no obligation and does
not intend to update these forward-looking statements, except as
required by law.
ARS Media Contacts:Caroline CunninghamPorter
NovelliCaroline.Cunningham@porternovelli.com
ARS Investor Contacts:Justin ChakmaARS
Pharmaceuticalsjustinc@ars-pharma.com
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