Full Press Release Details
to Merge with Health Sciences Acquisitions Corporation,
New Publicly Listed FcRn-Focused Company
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.
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.
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.
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.
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 Immunovant.
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.
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 plans to file an
IND for a third indication, warm autoimmune hemolytic anemia, later this year. The company also intends to pursue additional indications
corporate presentation describing Immunovant's development plans can be found at www.immunovant.com.
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.
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
no redemption from HSAC shareholders, it is estimated that the current security holders of Immunovant will own approximately 77%
of the combined company.
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.
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.
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.
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.
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.com.
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.
Health Sciences Acquisitions Corporation
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.
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.
Notice Regarding Forward-Looking Statements
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.
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,