- Extraordinary General Meeting of BAC's shareholders is
scheduled for June 1, 2022, at
10:00 a.m., Eastern Time
- Post-closing company will be renamed "Blade Biotherapeutics,
Inc." upon Business Combination closing, with common stock and
warrants expected to trade on the Nasdaq Global Market under ticker
symbols "BBTX" and "BBTXW"
- Post-closing company has secured up to $75 million in financing under a committed equity
facility with an affiliate of Cantor Fitzgerald
NEW
YORK and SOUTH SAN FRANCISCO,
Calif., May 9, 2022 /PRNewswire/ -- Biotech
Acquisition Company (NASDAQ: BIOT) ("BAC"), a
publicly traded special purpose acquisition company affiliated with
SPRIM Global Investments, and Blade Therapeutics, Inc.
("Blade"), a biopharmaceutical company based in
South San Francisco, CA, today
announced that the registration statement on Form S-4 (as amended,
the "Registration Statement") filed in connection
with BAC's and Blade's previously announced proposed business
combination (the "Business Combination") has been
declared effective by the U.S. Securities and Exchange Commission
(the "SEC"). The Registration Statement provides
important information about BAC, Blade and the Business
Combination.
BAC announced that it will hold an Extraordinary General Meeting
of its shareholders (the "Meeting") at 10:00 a.m., Eastern Time, on June 1, 2022, at the offices of Ellenoff Grossman
and Schole LLP located at 1345 Avenue of the Americas,
11th Floor, New York, New
York, 10105 and virtually via live webcast at
https://www.cstproxy.com/biotechacquisition/2022. At the
Meeting, BAC's shareholders will be asked to consider and vote upon
proposals to approve the Business Combination and related
matters. BAC's shareholders of record as of March 28, 2022 (the "Record Date")
are eligible to attend and vote at the Meeting.
The Business Combination is expected to close shortly after the
Meeting, subject to BAC shareholder approval and the satisfaction
or waiver of the conditions in BAC's and Blade's Agreement and Plan
of Merger and other customary closing conditions. Upon the
closing of the Business Combination, the post-closing company will
be renamed "Blade Biotherapeutics, Inc." ("Blade
Biotherapeutics") and its common stock and warrants are
expected to trade on the Nasdaq Global Market (the
"Nasdaq") under the ticker symbols "BBTX" and
"BBTXW", respectively. PIPE financing in connection with the
Business Combination is being provided by leading institutional
investors, including Deerfield Management, Pfizer Ventures, Bristol
Myers Squibb, MPM Capital and Osage University Partners.
In contemplation of the closing of the Business Combination, BAC
has entered into a committed equity facility with an affiliate of
Cantor Fitzgerald (such affiliate, "Cantor"). Under
the terms of the committed equity facility, after the Business
Combination has closed, Cantor may purchase up to an aggregate of
$75 million of post-merger Blade
Biotherapeutic's common stock from time to time at the request of
Blade Biotherapeutics, on the terms and subject to the conditions
set forth in the documentation governing the committed equity
facility. This committed equity facility will provide Blade
Biotherapeutics with the ability to seek additional capital in the
future.
Wendye Robbins, M.D., president
and CEO of Blade, commented, "We believe that this facility,
combined with our existing PIPE commitments, further strengthens
our ability to implement planned clinical development of our
differentiated pipeline of oral, small-molecule therapies for the
potential treatment of fibrotic and neurodegenerative
diseases."
BAC is filing a definitive proxy statement/prospectus relating
to the Meeting with the SEC and will mail the definitive proxy
statement/prospectus to its shareholders of record as of the Record
Date. BAC shareholders who have any questions or who need
assistance voting their shares may contact BAC's proxy solicitor,
Morrow Sodali LLC, by calling (800) 662-5200 (or banks and brokers
can call collect at (203) 658-9400) or by emailing
BIOT.info@investor.morrowsodali.com.
Every shareholder's vote is important, regardless of the number
of shares held. Shareholders that hold shares in "street
name" (i.e., those shareholders whose shares are held of record by
a broker, bank or other nominee) should contact their broker, bank
or other nominee to ensure that their shares are properly
voted.
About Biotech Acquisition Company
Biotech Acquisition Company raised $230
million in its initial public offering in January 2021. BAC's Class A ordinary shares and
warrants trade on the Nasdaq Capital Market under the symbols
"BIOT" and "BIOTW," respectively. BAC is a blank check company,
incorporated as a Cayman Islands
exempted company, formed for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase,
reorganization or other similar business combination with one or
more businesses. BAC believes that a business combination with a
company focused on the healthcare sector will complement the
background and expertise of SPRIM Global Investments, a global
investment firm in the life sciences and healthcare industries,
which is an affiliate of BAC and of several members of BAC's
management team. BAC is led by Dr. Michael
Shleifer, its CEO and chairman.
About Blade Therapeutics
Blade Therapeutics, Inc. is a biopharmaceutical company focused
on developing cutting-edge treatments for debilitating, incurable
fibrotic and neurodegenerative diseases that impact millions of
people worldwide. The company has deep expertise in novel
biological pathways – including autotaxin / LPA and
calpain biology – that are foundational to cell- and
tissue-damage responses associated with fibrotic and
neurodegenerative diseases. Blade expects to advance a
differentiated pipeline of oral, small-molecule therapies that
include a non-competitive autotaxin inhibitor and inhibitors of
dimeric calpains designed for the potential treatment of lung,
liver and cardiac fibrosis or neurodegenerative diseases. The
company's focused approach offers the potential to produce
disease-modifying, life-saving therapies. Visit
www.blademed.com for more information and follow Blade on
LinkedIn.
Additional Information and Where to Find It
This press release relates to a proposed business combination
between BAC and Blade (the "Transaction"). This press
release does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. In connection with the Transaction, BAC has publicly
filed a registration statement on Form S-4 with the U.S. Securities
and Exchange Commission (the "SEC"), which includes a
preliminary proxy statement/prospectus. Now that the registration
statement has been declared effective, BAC will mail the definitive
proxy statement/prospectus and a proxy card to each shareholder of
BAC as of the record date for the meeting of BAC shareholders to be
held for the purpose of voting on the Transaction. Investors are
urged to read these materials (including any amendments or
supplements thereto), and any other relevant documents that BAC has
filed or will file with the SEC, when they become available,
because they do or will contain important information about BAC,
Blade and the Transaction. The preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus
(when it becomes available) and other relevant materials in
connection with the Transaction, and any other documents filed by
BAC with the SEC, may be obtained free of charge on the SEC's
website (www.sec.gov). The documents filed by BAC with the SEC may
also be obtained free of charge upon written request to Biotech
Acquisition Company, 545 West 25th Street, 20th Floor, New York, NY 10001.
Participants in the Solicitation
BAC and its directors and executive officers may be deemed
participants in the solicitation of proxies from BAC's shareholders
in connection with the Transaction and related matters. Information
about BAC's directors and executive officers and information
regarding their interests in BAC and the Transaction will be
included in the proxy statement/prospectus for the Transaction when
available and can be obtained free of charge at the SEC's website
(www.sec.gov).
Blade and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from BAC's
shareholders in connection with the Transaction and related
matters. Information about Blade's directors and executive officers
and information regarding their interests in the Transaction will
be included in the proxy statement/prospectus for the Transaction
when available and can be obtained free of charge as described in
the preceding paragraph.
No Offer or 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 Transaction and does not constitute an offer to
sell or a solicitation of an offer to buy, or a recommendation to
purchase, any securities, nor shall there be any sale of any
securities in any state or jurisdiction in which such offer,
solicitation, purchase or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom.
Forward-Looking Statements
Certain statements included in this press release that are not
historical facts but rather are forward-looking statements.
Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "future," "outlook,"
and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to, statements regarding estimates and forecasts of
other performance metrics and projections of market opportunity.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of BAC's and Target's respective management and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of BAC and
the Target. Some important factors that could cause actual results
to differ materially from those in any forward-looking statements
could include changes in domestic and foreign business, market,
financial, political and legal conditions. These forward-looking
statements are subject to a number of risks and uncertainties,
including, the inability of the parties to successfully or timely
consummate the Transaction, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined entity or the expected benefits of the Transaction, if not
obtained; the failure to realize the anticipated benefits of the
Transaction; matters discovered by the parties as they complete
their respective due diligence investigation of the other parties;
the ability of BAC prior to the Transaction, and the combined
entity following the Transaction, to maintain the listing of the
Company's shares on Nasdaq; costs related to the Transaction;
future financial performance of the Company following the
Transaction; the ability of the Company to forecast and maintain an
adequate rate of revenue growth and appropriately plan its
expenses; expectations regarding future expenditures of the Company
following the Transaction; the future mix of revenue and effect on
gross margins of the Company following the Transaction; the
Company's ability to execute its business plans and strategy; the
failure to satisfy the conditions to the consummation of the
Transaction, including the approval of the definitive merger
agreement by the shareholders of BAC, the satisfaction of the
minimum cash requirements of the definitive merger agreement
following any redemptions by BAC's public shareholders; the risk
that the Transaction may not be completed by the stated deadline
and the potential failure to obtain an extension of the stated
deadline; the inability to complete a PIPE transaction; the outcome
of any legal proceedings that may be instituted against BAC or the
Target related to the Transaction; the attraction and retention of
qualified directors, officers, employees and key personnel of BAC
and the Target prior to the Transaction, and the Company following
the Transaction; the ability of the Company to compete effectively
in a highly competitive market; neither BAC nor the Target are
currently generating revenues and there can be no assurance that
following the Transaction, the Company will ever achieve revenues
or profitability; the ability to protect and enhance the Target's
respective corporate reputation and brand; the impact from future
regulatory, judicial, and legislative changes in the Target's or
the Company's industry; the timing, costs, conduct, and outcome of
clinical trials and future preclinical studies and clinical trials,
including the timing of the initiation and availability of data
from such trials; the timing and likelihood of regulatory filings
and approvals for product candidates; whether regulatory
authorities determine that additional trials or data are necessary
in order to obtain approval; the potential market size and the size
of the patient populations for product candidates, if approved for
commercial use, and the market opportunities for product
candidates; the ability to locate and acquire complementary
products or product candidates and integrate those into the
Company's business; and, the uncertain effects of the COVID-19
pandemic; and those factors set forth in documents of BAC filed, or
to be filed, with SEC. The foregoing list of risks is not
exhaustive.
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither BAC nor the Target presently know or
that BAC and the Target currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect BAC's and the Target's current expectations, plans and
forecasts of future events and views as of the date of this press
release. BAC and the Target anticipate that subsequent events and
developments will cause BAC's and the Target's assessments to
change. However, while BAC and the Target may elect to update these
forward-looking statements at some point in the future, BAC and the
Target specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing BAC's or the Target's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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