Full Press Release Details
Gemini Therapeutics and FS Development
Corp. Announce Merger Agreement Creating Publicly Listed Precision Medicine Company Focused on Age-Related Macular Degeneration
Combined company is expected to be listed on Nasdaq -
Business combination is expected to be completed by January 2021 -
Joint investor conference call to discuss the proposed transaction today, Thursday, October
15, 2020 at 10:30 a.m. EDT -
CAMBRIDGE, Mass. and SAN FRANCISCO - October 15, 2020
- Gemini Therapeutics, a clinical stage precision medicine company developing innovative treatments for genetically defined
age-related macular degeneration (AMD), and FS Development Corp. (Nasdaq: FSDC), a special purpose acquisition company sponsored
by Foresite Capital, today announced they have entered into a definitive merger agreement. Upon closing of the transaction, the
company will be renamed "Gemini Therapeutics, Inc." (Combined Company) and will be led by Jason Meyenburg, Chief Executive
Officer of Gemini. The Combined Company's common stock is expected to be listed on Nasdaq.
In addition to the approximately $121 million held in FS Development
Corp.'s trust account (assuming no redemptions are effected), a group of premier healthcare investors has committed to participate
in the transaction through a common stock PIPE of approximately $95 million at $10.00 per share. Investors in the PIPE include
lead investor Foresite Capital, an affiliate of FS Development Corp.'s sponsor, as well as Fidelity Management & Research
Company LLC, Wellington Management, Boxer Capital of Tavistock Group, Alyeska Investment Group, L.P., Suvretta Capital Management,
CVF, DAFNA Capital, and Acorn Bioventures, in addition to existing Gemini Therapeutics shareholders including Orbimed Healthcare
Fund Management, Atlas Venture, Lightstone Ventures and Wu Capital.
"This morning's announcement is important for the
advancement of AMD research, as it ensures we have the necessary capital to advance our clinical programs and continue applying
our insights in genetics and biology to pioneer first-in-class medicines to restore regulation of the complement system in the
eye and throughout the body, bringing forward targeted precision therapies based on genetically defined populations," said
Mr. Meyenburg. "I would like to thank all those involved in making this transaction a success, particularly our new and existing
blue chip investors, and the entire Gemini team."
"Gemini embodies the type of company we had in mind when
forming FSDC: a platform focused on the next generation of medicines utilizing genetics," said Jim Tananbaum, M.D., Chief
Executive Officer of Foresite Capital and President and Chief Executive Officer of FS Development Corp. "Gemini is developing
treatments for patients losing their vision because of genetically driven macular degeneration. We are excited about the tremendous
potential of this transaction, which we believe creates value for investors along with the potential to bring innovative new treatment
options to patients."
Proceeds from the transaction are expected to provide Gemini
with the capital needed to further develop its clinical programs and preclinical portfolio, including the following programs:
Post-closing of the transaction, Mr. Meyenburg and Dr. Tananbaum
will be joined by board members from Gemini to form the seven-person board of directors.
Summary of Transaction
Current Gemini shareholders are converting 100% of their existing
equity interests into common stock of the Combined Company. In addition to the approximately $121 million held in FSDC's
trust account (assuming no redemptions are effected), an additional group of premier healthcare investors has committed to participate
in the transaction through a common stock PIPE of approximately $95 million at $10 per share.
The Combined Company is expected to receive gross proceeds of
approximately $216 million at the closing of the transaction (assuming no redemptions are effected), which is expected by January
2021. The close of this transaction is subject to approval of FSDC's shareholders and the satisfaction or waiver of certain
other customary closing conditions.
Jefferies LLC and SVB Leerink acted as co-lead private placement
agents for FS Development Corp. Jefferies LLC also acted as lead financial and capital markets advisor to FS Development Corp.
Goldman Sachs & Co. LLC acted as lead financial advisor to Gemini in the transaction. Stifel acted as additional capital markets
advisor to Gemini. Goodwin Procter LLP acted as legal counsel to Gemini. White & Case LLP acted as legal counsel to FS Development
The description of the business combination contained herein
is only a high-level summary. Additional information about the transaction will be provided in a Current Report on Form 8-K that
will contain an investor presentation to be filed by FS Development Corp. with the Securities and Exchange Commission ("SEC")
and will be available at www.sec.gov. In addition, FS Development Corp. intends to file a registration statement on Form S-4 with
the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with
In connection with the proposed business combination, FS Development
Corp. intends to file a Registration Statement on Form S-4, including a preliminary proxy statement/prospectus and a definitive
proxy statement/prospectus with the SEC. FS Development Corp.'s stockholders and other interested persons are advised
to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus
and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials
will contain important information about Gemini, FS Development Corp., and the proposed merger. When available, the definitive
proxy statement/prospectus and other relevant materials for the proposed merger will be mailed to stockholders of FS Development
Corp. as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to
obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed
with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's website at www.sec.gov,
or by directing a request to press@foresitecapital.com.
Conference Call Information
Gemini and FS Development Corp. will host a conference call
today, Thursday, October 15, 2020, at 10:30 a.m. Eastern Time, to discuss the proposed transaction. To access the conference call,
please dial (888) 317-6003 (local) or (412) 317-6061 (international) at least 10 minutes prior to the start time and reference
conference ID: 4983831.
About Gemini Therapeutics
Gemini Therapeutics is a clinical stage precision medicine company
developing innovative treatments for age-related macular degeneration (AMD) by developing drugging strategies that are matched
to specific genetic mutations found in patients with high clinical unmet need. Gemini's lead clinical stage candidate, GEM103,
is a recombinant form of the naturally occurring complement factor H protein currently in a Phase 2a trial in dry AMD patients
with a complement factor H mutation. The company has generated a rich pipeline including recombinant proteins, gene therapies,
and monoclonal antibodies. Gemini's CLARITY natural history study is designed to provide unprecedented insight into the role
of genetic risk in common retinal diseases and began in December 2018. Gemini was launched with funding from leading life science
investors and powered by academic partnerships globally.
For more information, visit www.geminitherapeutics.com.
About FS Development Corp. (FSDC)
FS Development Corp., sponsored by Foresite Capital, is a blank
check company formed for the purpose of effecting a business combination with one or more businesses in the biotechnology sector.
The company is led by Jim Tananbaum, M.D., the CEO of Foresite Capital, an investment firm funding visionary healthcare entrepreneurs
with approximately $3 billion in assets under management. The firm is headquartered in San Francisco.
Important Information About the Merger and Where to Find
A full description of the terms of the business combination
will be provided in a registration statement on Form S-4 to be filed with the SEC by FS Development Corp. that will include a prospectus
with respect to the Combined Company's securities to be issued in connection with the business combination and a proxy statement
with respect to the shareholder meeting of FS Development Corp. to vote on the business combination. FS Development Corp. urges
its investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/ prospectus as
well as other documents filed with the SEC because these documents will contain important information about FS Development Corp.,
Gemini and the business combination. After the registration statement is declared effective, the definitive proxy statement/prospectus
to be included in the registration statement will be mailed to shareholders of FS Development Corp. as of a record date to be established
for voting on the proposed business combination. Once available, shareholders will also be able to obtain a copy of the S-4, including
the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: FS Development
Corp., Attn: Secretary, 600 Montgomery Street, Suite 4500, San Francisco, California 94111. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the
SEC's website (www.sec.gov).
Participants in the Solicitation
FS Development Corp. and Gemini Therapeutics and their respective