Businesses announce Definitive Business
Combination Agreement and plan to operate under Liminatus
Pharma
The transaction values the combined companies
at a pro forma enterprise value of $334 million
The immune-modulating cancer treatments being
developed by Liminatus are a GCC Vaccine, GCC CAR-T therapy and a
CD47 immune checkpoint inhibitor. The GCC vaccine and CAR-T patent
portfolio originated from Thomas Jefferson University (TJU). The
CD47 checkpoint inhibitor originates from a South Korean biotech
company InnoBation Bio Co. Ltd.
The transaction is expected to be completed in
the first half of 2023
Liminatus Pharma LLC (“Liminatus”), a clinical-stage
biopharmaceutical company developing novel, immune-modulating
cancer therapies and Iris Acquisition Corp (“Iris”) (Nasdaq: IRAA),
a publicly traded special purpose acquisition company (“SPAC”)
formed for the purpose of acquiring or merging with one or more
businesses, today announced they have entered into a definitive
business combination agreement. Upon closing of the transaction,
the combined company will be renamed “Liminatus Pharma, Inc.”. The
combined company’s common stock is expected to be listed on the
Nasdaq Capital Market. The transaction funding includes commitments
for a $15 million common stock PIPE financing and a $25 million
convertible note financing to further support Liminatus’ business
growth strategy.
As part of the agreement the new entity is expected to develop
three much-needed cancer treatments which have originated from the
Thomas Jefferson University (TJU) in the US and a South Korean
biotech firm, Innobation Bio Ltd. (“Innobation”). The lead product
candidate, the GCC Vaccine is currently in Phase II clinical trials
and is designed to elicit immune responses against colorectal,
pancreatic, gastric, and esophageal cancers that express Guanylyl
Cyclase C (“GCC”). Further to the work in this area, Liminatus
expects to use the increased capital from this agreement to
progress its GCC CAR-T therapy to a first in human clinical trial,
and complete IND enabling studies for its next generation CD47
immune checkpoint inhibitor.
About the Transaction
The business combination implies a pro forma enterprise value of
the combined company of approximately $334 million. The combined
company is expected to receive gross cash proceeds of up to $316
million, comprising the $276 million held in Iris’ trust account
(assuming no redemptions by public shareholders of Iris) and a
concurrent, committed $15 million equity PIPE financing of common
stock issued at $10.00 per share and $25 million convertible note
financing with an initial conversion rate of $11.50 per share of
common stock, subject to future adjustments based upon the price of
Iris’ publicly traded common stock. The combined company will bear
deferred underwriting commissions and transaction expenses out of
the gross proceeds.
The transaction, which has been approved by Liminatus’s and
Iris’ boards of directors, is expected to close in the first half
of 2023, subject to review by the Securities and Exchange
Commission (“SEC”) and effectiveness of the registration statement
on Form S-4 to be filed with the SEC, approval by Iris’
shareholders, and satisfaction of the closing conditions set forth
in the business combination agreement, including any applicable
regulatory approvals.
“The agreement with Iris and the treatments we are now set to
develop which have originated from leading global cancer scientists
at the Thomas Jefferson University in the US and from Innobation in
South Korea, will be a game changer for this area of the healthcare
market. There is a significant unmet need for improved treatment
for the cancer indications we are targeting, and with the increased
capital, we are hopeful that the timelines for getting these
potentially life-saving medicines to market have been accelerated”,
said Chris Kim, CEO Liminatus.
Sumit Metha, CEO of Iris, commented, “Immuno-therapies are much
in-demand and we believe they are one of the most promising medical
treatments for cancer. This deal presents a good opportunity for
our company to tap into a rapidly growing global cancer
immunotherapy market, expected to hit around $262 billion dollars
by 2030. We are very confident that our investors will be excited
for this deal because of the position of these treatments in their
development cycle, the global demand and the excellent team of
scientific advisors and executives at Liminatus.”
About Liminatus Pharma LLC
Liminatus is a clinical-stage biopharmaceutical company
developing novel cancer therapies that exploit the body's immune
system to recognise and attack cancer cells. The development
pipeline consists of chimeric antigen receptor (CAR)-T cell
therapeutics, Guanylyl Cyclase C (GCC) cancer vaccine and CD47
immune checkpoint inhibitor.
About Iris Acquisition Corp
Iris Acquisition Corp (Nasdaq: IRAA) is a special purpose
acquisition company listed on Nasdaq and sponsored by Iris
Acquisition Holdings LLC, which is backed by Arrow Capital Multi
Asset Fund. On March 9, 2021, Iris Acquisition Corp consummated the
IPO of 27,600,000 units priced at $10 per unit, generating gross
proceeds of $276,000,000. The Company was incorporated for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with a high growth business.
About Arrow Capital
Arrow Capital is a registered investment management company with
offices in Dubai (regulated by Dubai Financial Services Authority –
DFSA) and Mauritius (regulated by Financial Services Commission –
FSC).
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, the new
public company to be formed in connection with the business
combination, Iris Parent Holding Corp (“ParentCo”), to be renamed
Liminatus Pharma, Inc. at the closing, intends to file a
registration statement on Form S-4 (as it may be amended from time
to time, the “Form S-4”) with the SEC. The Form S-4 will include a
proxy statement/prospectus of Iris and a preliminary prospectus of
ParentCo. The definitive proxy statement/prospectus will be sent to
all Iris shareholders after it is declared effective by the SEC.
Additionally, both Iris and ParentCo will file other relevant
materials with the SEC in connection with the proposed business
combination. Copies of the Form S-4, the proxy statement/prospectus
and all other relevant materials filed or that will be filed with
the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. The information contained in, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release. Before making any voting or investment decision, investors
and security holders of Iris are urged to read the Form S-4, the
proxy statement/prospectus and all other relevant materials filed
or that will be filed with the SEC in connection with the proposed
business combination because they will contain important
information about the proposed business combination and the parties
to the proposed business combination.
Participants in Solicitation
Iris, ParentCo and Liminatus and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Iris' shareholders
in connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names and interests in the proposed business combination of Iris's
directors and officers in Iris' filings with the SEC, including
Iris's annual report on Form 10-K for the fiscal year ended
December 31, 2021 (the “Form 10-K”), Iris's initial public offering
final prospectus, which was filed with the SEC on March 8, 2021,
and Iris's subsequent quarterly reports on Form 10-Q and current
reports on Form 8-K. To the extent that holdings of Iris'
securities by Iris' insiders have changed from the amounts reported
therein, any such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Iris'
shareholders in connection with the business combination will be
included in the proxy statement/prospectus relating to the proposed
business combination when it becomes available. You may obtain free
copies of these documents as described in the preceding
paragraph.
No Offer or Solicitation
This communication shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination.
This communication shall also not constitute an offer to sell or a
solicitation of an offer to buy any securities of Iris, ParentCo or
Liminatus, 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 offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 with respect to the
proposed business combination between Iris and Liminatus. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believe,” “predict,” “potential,” “continue,” “strategy,”
“future,” “opportunity,” “would,” “seem, ” “seek,” “outlook” and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties that could cause the actual results to differ
materially from the expected results. These statements are based on
various assumptions, whether or not identified in this
communication. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by an 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. These forward-looking
statements include, without limitation, Liminatus's, ParentCo's and
Iris' expectations with respect to anticipated financial impacts of
the proposed business combination, the satisfaction of closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. You should
carefully consider the risks and uncertainties described in the
“Risk Factors” section of Iris' Form 10-K and initial public
offering prospectus, and its subsequent quarterly reports on Form
10-Q. and current reports on Form 8-K In addition, there will be
risks and uncertainties described in the Form S-4 and other
documents filed by Iris from time to time with the SEC. These
filings would identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Many of these factors are outside Liminatus's and Iris' control and
are difficult to predict. Many factors could cause actual future
events to differ from the forward-looking statements in this
communication, including but not limited to: (1) the outcome of any
legal proceedings that may be instituted against Iris or Liminatus
following the announcement of the proposed business combination;
(2) the inability to complete the proposed business combination,
including due to the inability to concurrently close the business
combination and related transactions, including the private
placement of common stock and convertible notes or due to failure
to obtain approval of the shareholders of Iris; (3) the risk that
the proposed business combination may not be completed by Iris'
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
Iris; (4) the failure to satisfy the conditions to the consummation
of the proposed business combination, including the approval by the
shareholders of Iris, and the receipt of certain governmental and
regulatory approvals; (5) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory
approvals or complete regulatory reviews required to complete the
proposed business combination; (6) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the business combination agreement; (7) volatility
in the price of Iris' or the combined company’s securities; (8) the
risk that the proposed business combination disrupts current plans
and operations as a result of the announcement and consummation of
the business combination; (9) the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain key
employees; (10) costs related to the proposed business combination;
(11) changes in the applicable laws or regulations; (12) the
possibility that the combined company may be adversely affected by
other economic, business, and/or competitive factors; (13) the risk
of downturns and a changing regulatory landscape in the highly
competitive industry in which Liminatus operates; (14) the impact
of the global COVID-19 pandemic; (15) the potential inability of
the combined company to raise additional capital needed to pursue
its business objectives or to achieve efficiencies regarding other
costs; (16) the enforceability of Liminatus's intellectual
property, including its licenses and related patents, and the
potential infringement on the intellectual property rights of
others, cyber security risks or potential breaches of data
security; and (17) other risks and uncertainties described in Iris'
Annual Report, its initial public offering prospectus, and its
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and to be described in the Form S-4 and other documents to be
filed by Iris and ParentCo from time to time with the SEC. These
risks and uncertainties may be amplified by the COVID-19 pandemic,
which has caused significant economic uncertainty. Liminatus,
ParentCo and Iris caution that the foregoing list of factors is not
exclusive or exhaustive and not to place undue reliance upon any
forward-looking statements, including projections, which speak only
as of the date made. None of Liminatus, ParentCo or Iris gives any
assurance that Liminatus, ParentCo or Iris will achieve its
expectations. None of Liminatus, ParentCo or Iris undertakes or
accepts any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new
information, future developments or otherwise, or should
circumstances change, except as otherwise required by securities
and other applicable laws.
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