Immunovant To Merge with Health Sciences Acquisitions Corporation, Creating New Publicly-Listed FcRn-Focused Company
- Top shareholders of Immunovant post-closing to
include Roivant Sciences and blue-chip biotech investors, including RTW Investments, BVF Partners, Adage Capital Management, Cormorant
Asset Management, Eventide Asset Management, and Perceptive Advisors
- Immunovant is developing IMVT-1401, a fully
human antibody to FcRn that delivered a mean IgG reduction of nearly 80% in a Phase
1 study of healthy volunteers receiving 4 weekly 680 mg subcutaneous injections
- Immunovant is expected to have more than $100 million
at closing to fund development of IMVT-1401 into 2H 2021
- Top-line data from ongoing Phase 2a trial in
Graves’ ophthalmopathy expected by Q1 2020
- Top-line data from ongoing Phase 2a trial in
myasthenia gravis expected by Q2 2020
NEW YORK and LONDON, October 2, 2019 /PRNewswire/ – Health
Sciences Acquisitions Corporation (“HSAC,” NASDAQ: HSAC), a special purpose
acquisition company sponsored by RTW Investments, and Immunovant Sciences Ltd.
(“Immunovant”), a clinical-stage biopharmaceutical company focused on enabling
normal lives for patients with autoimmune diseases, today announced that they
have entered into a definitive share exchange agreement (“SEA”). HSAC will
acquire 100% of the issued and outstanding shares in Immunovant. Upon closing,
the combined company will be called Immunovant, Inc.
“We are thrilled to have the opportunity to partner with
the team at Immunovant. We believe IMVT-1401 is a uniquely compelling
asset within the FcRn drug class, which we expect will become a cornerstone
therapy for treating many auto-antibody driven diseases,” said Roderick T.
Wong, M.D., President, Chief Executive Officer and Chairman of HSAC and Managing
Partner and Chief Investment Officer of RTW Investments.
In addition to the merger described above, Immunovant
also announced today that it completed a $35 million private bridge financing
with RTW Investments, BVF Partners, and Roivant Sciences Ltd. (“Roivant”). The
notes issued in this financing will convert into common shares of Immunovant
immediately prior to the closing of the business combination.
The combined company is expected to have more than $100 million
at closing and will be led by Immunovant’s experienced management team, headed
by Chief Executive Officer Pete Salzmann, M.D. HSAC has received written
commitments from certain HSAC shareholders to vote in favor of the transaction
and to not redeem their shares, which, in aggregate, more than satisfies the
minimum cash closing condition set forth in the SEA. Current HSAC shareholders
supporting the transaction include RTW Investments, Adage Capital Management, Cormorant
Asset Management, Eventide Asset Management, and Perceptive Advisors.
“I am proud of the many milestones delivered by the
Immunovant team this year, including completion of a comprehensive Phase 1
program demonstrating robust IgG reductions with simple subcutaneous injections
and initiation of a broad Phase 2 program with both first-in-class and
best-in-class potential in multiple diseases with high unmet patient need. We
believe the potency of IMVT-1401 and the ability to administer IMVT-1401 as a
simple subcutaneous injection represent important potentially differentiating
features of this product candidate. Today’s financing transaction will allow us
to continue to pursue our vision of enabling normal lives for patients with
autoimmune diseases,” said Pete Salzmann, M.D., Chief Executive Officer of
is developing IMVT-1401, a fully human anti-FcRn monoclonal antibody with the
potential to treat IgG-mediated autoimmune diseases. IMVT-1401 is the result of a
multi-year research program by Immunovant’s partner, HanAll Biopharma, to
engineer a highly potent anti-FcRn antibody specifically optimized for
subcutaneous injection with a small gauge needle. In a Phase 1 study of
healthy volunteers receiving 4 weekly subcutaneous injections, IMVT-1401
delivered a mean IgG reduction of 63% at a dose of 340 mg and a mean IgG
reduction of 78% at a dose of 680 mg.
Proceeds from this transaction are expected to finance Phase
2 development of IMVT-1401 in three indications. IMVT-1401 is currently being
tested in a Phase 2a trial for Graves’ ophthalmopathy (potentially a
first-in-class anti-FcRn), with top-line data expected by Q1 2020, and in a
Phase 2a trial for myasthenia gravis, with top-line data expected by Q2 2020.
Immunovant also plans to file an IND for a third indication, warm autoimmune
hemolytic anemia, later this year. The company also intends to pursue
additional indications in the future.
A corporate presentation describing Immunovant’s
development plans can be found at www.immunovant.wpengine.com.
Summary of Transaction
On September 29, 2019, HSAC entered into the
SEA with Immunovant and its shareholders, including Roivant. Upon the closing
of the transactions contemplated in the SEA, HSAC will acquire all of the shares
of Immunovant for the consideration described below, and Immunovant will become
a wholly owned subsidiary of HSAC.
Upon the closing of the transactions, the current
Immunovant shareholders will sell to HSAC, and HSAC will purchase from the current
Immunovant shareholders, all of the issued and outstanding Immunovant shares,
and HSAC will issue (or reserve for issuance upon the exercise of options) approximately
43 million HSAC shares to the current Immunovant shareholders. The aggregate
value of the consideration to be paid by HSAC in the business combination is $395
million, before giving effect to Immunovant’s bridge financing.
redemption from HSAC shareholders, it is estimated that the current security
holders of Immunovant will own approximately 77% of the combined company.
Immunovant shareholders may, subject to the terms of the SEA,
receive up to an additional 20 million HSAC shares (the “Earnout Shares”): 10 million
shares if the share price exceeds $17.50 by
March 31, 2023 and an additional 10 million shares if the share price
exceeds $31.50 by March 31, 2025.
In connection with the transactions,
HSAC’s sponsor has agreed to cancel all 10 million of its private
warrants. Furthermore, subject to terms of the SEA, 1.8 million of
the sponsor’s founder shares will be cancelled unless HSAC’s common stock
exceeds certain stock prices on substantially identical terms and conditions as
the Earnout Shares.
The description of
the transaction contained herein is only a high-level summary and is qualified
in its entirety by reference to the definitive agreement relating to the
transaction. A copy of the definitive agreement, this press release and a
corporate presentation will be filed today by HSAC with the Securities and
Exchange Commission (the “SEC”) as exhibits to a Current Report on Form 8-K,
which can be accessed through the SEC’s website at www.sec.gov.
Chardan is acting as HSAC’s M&A and capital markets
advisor. Leerink is acting as financial advisor to Immunovant. Loeb & Loeb
LLP is representing HSAC. Cooley LLP is representing Immunovant.
Immunovant, a member of the Roivant family of companies,
is a clinical-stage biopharmaceutical company focused on enabling normal lives
for patients with autoimmune diseases. Immunovant is developing IMVT-1401, a
novel, fully human anti-FcRn monoclonal antibody, as a subcutaneous injection
for the treatment of autoimmune diseases mediated by pathogenic IgG antibodies.
For further information about Immunovant, please visit www.immunovant.wpengine.com.
Roivant Sciences aims to improve health by rapidly
delivering innovative medicines and technologies to patients. Roivant does this
by building Vants – nimble, entrepreneurial biotech, and healthcare technology
companies with a unique approach to sourcing talent, aligning incentives, and
deploying technology to drive greater efficiency in R&D and
commercialization. For further information about Roivant, please visit www.roivant.com.
About Health Sciences Acquisitions Corporation
HSAC is a Delaware company established for the purpose of
entering into a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination with one or
more businesses or entities. On May 14, 2019, HSAC raised $115 million to
achieve this goal. As of June 30, 2019, there was approximately $115.3 million in
HSAC’s trust account. HSAC is sponsored by RTW Investments.
About RTW Investments
LP (“RTW”) is a New York-based investment firm that focuses on identifying
transformational and disruptive innovations in biopharmaceutical and medical technologies.
As a leading partner of industry and academia, RTW utilizes deep scientific
expertise and a rigorous and comprehensive process to support emerging medical
therapies. For further information about RTW, please visit www.rtwfunds.com.
Important Notice Regarding
This press release contains certain
“forward-looking statements” within the meaning of the Securities Act of 1933
and the Securities Exchange Act of 1934, both as amended. Statements that are
not historical facts, including statements about the pending business
combination between HSAC and the stockholders of Immunovant and the
transactions contemplated thereby, and the parties’ perspectives and
expectations, are forward-looking statements. Such statements include, but are
not limited to, statements regarding the proposed transaction, including the
anticipated initial enterprise value, cash available at closing, the
anticipated use of the combined company’s cash and cash equivalents, initiation,
timing, progress, and reporting of results of Immunovant’s development
programs, the potential benefits of Immunovant’s product candidates, the
benefits of the proposed transaction, integration plans, anticipated future
financial and operating performance and results, including estimates for
growth, the expected management and governance of the combined company, and the
expected timing of the transactions. The words “expect,” “believe,” “estimate,”
“intend,” “plan” and similar expressions indicate forward-looking statements.
These forward-looking statements are not guarantees of future performance and
are subject to various risks and uncertainties, assumptions (including
assumptions about general economic, market, industry and operational factors),
known or unknown, which could cause the actual results to vary materially from
those indicated or anticipated.
Such risks and uncertainties include,
but are not limited to: (i) risks related to the expected timing and likelihood
of completion of the pending transaction, including the risk that the
transaction may not close due to one or more closing conditions to the
transaction not being satisfied or waived, such as regulatory approvals not
being obtained, on a timely basis or otherwise, or that a governmental entity
prohibited, delayed or refused to grant approval for the consummation of the
transaction or required certain conditions, limitations or restrictions in
connection with such approvals; (ii) risks related to the ability of HSAC and
Immunovant to successfully integrate the businesses; (iii) the occurrence of
any event, change or other circumstances that could give rise to the
termination of the applicable transaction agreements; (iv) the risk that there
may be a material adverse change with respect to the financial position,
performance, operations or prospects of Immunovant or HSAC; (v) risks related
to disruption of management time from ongoing business operations due to the
proposed transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price of HSAC’s
common stock; (vii) risks associated with the financing of the proposed
transaction; and (viii) risks related to the timing, cost and results of
Immunovant’s clinical trials and regulatory submissions. A further list and
description of risks and uncertainties can be found in HSAC’s Registration
Statement filed on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2019, in
HSAC’s quarterly reports on Form 10-Q filed with the SEC subsequent thereto and
in the proxy statement on Schedule 14A that will be filed with the SEC by HSAC
in connection with the proposed business combination, and other documents that
the parties may file or furnish with the SEC, which you are encouraged to read.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by such forward-looking statements. Accordingly,
you are cautioned not to place undue reliance on these forward-looking
statements. Forward-looking statements relate only to the date they were made,
and HSAC, Immunovant, and their subsidiaries undertake no obligation to update
forward-looking statements to reflect events or circumstances after the date
they were made except as required by law or applicable regulation.
communication shall neither 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 jurisdiction in which the offer, solicitation, or sale would be unlawful
prior to the registration or qualification under the securities laws of any
and their respective directors, executive officers and employees and other
persons may be deemed to be participants in the solicitation of proxies from
the holders of HSAC common stock in respect of the proposed transaction.
Information about HSAC’s directors and executive officers and their ownership
of HSAC’s common stock is set forth in HSAC’s Registration Statement filed on
Form S-1 filed with the SEC on May 3, 2019, 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 will be included in the proxy statement pertaining to the proposed
transaction when it becomes available. These documents can be obtained free of
charge from the sources indicated below.
Information and Where to Find It
In connection with the
transaction described herein, HSAC has filed and will file relevant materials
with the SEC, including a proxy statement on Schedule 14A. Promptly after
filing its definitive proxy statement with the SEC, HSAC 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 security
holders of HSAC are urged to read these materials (including any amendments or
supplements thereto) and any other relevant documents in connection with the
transaction that HSAC will file with the SEC when they become available because
they will contain important information about HSAC, Immunovant and the
transaction. The preliminary proxy statement, the definitive proxy statement
and other relevant materials in connection with the transaction (when they
become available), and any other documents filed by HSAC with the SEC, may be
obtained free of charge at the SEC’s website (www.sec.gov) or by writing to HSAC at 412 West 15th Street,
Floor 9. New York, NY 10011.
Sandeep Kulkarni, M.D.
Chief Operating Officer
Stephanie A. Sirota
Vice President of Corporate Strategy and Corporate Communications
Health Sciences Acquisitions Corporation