Full Press Release Details
PRO FORMA COMBINED FINANCIAL INFORMATION
following unaudited pro forma combined balance sheet of Combined Entity as of September 30, 2020 and the unaudited pro forma combined
statements of operations of Combined Entity for the year ended December 31, 2019 and nine months ended September 30, 2020 present
the combination of the financial information of FS Development and Gemini after giving effect to the Business Combination, PIPE
Investment and related adjustments described in the accompanying notes. FS Development and Gemini are collectively referred to
herein as the "Companies", and the Companies, subsequent to the Business Combination and PIPE Investment, are referred
to herein as "Combined Entity".
unaudited pro forma combined statements of operations for the year ended December 31, 2019 and the nine months ended September
30, 2020 give pro forma effect to the Business Combination and PIPE Investment as if they had occurred on January 1, 2019. The
unaudited pro forma combined balance sheet as of September 30, 2020 gives pro forma effect to the Business Combination and PIPE
Investment as if they were completed on September 30, 2020.
unaudited pro forma combined financial information is based on and should be read in conjunction with the audited and unaudited
historical financial statements of each of FS Development Corp. and Gemini and the notes thereto, as well as the disclosures contained
in the sections titled "Management's Discussion and Analysis of Financial Condition and Results of Operations of
FS Development," and "Management's Discussion and Analysis of Financial Condition and Results of Operations
unaudited pro forma combined financial statements have been presented for illustrative purposes only and do not necessarily reflect
what Combined Entity's financial condition or results of operations would have been had the Business Combination and PIPE
Investment occurred on the dates indicated. Further, the unaudited pro forma combined financial information also may not be useful
in predicting the future financial condition and results of operations of Combined Entity. The actual financial position and results
of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited
pro forma adjustments represent management's estimates based on information available as of the date of these unaudited
pro forma combined financial statements and are subject to change as additional information becomes available and analyses are
February 5, 2021, the Combined Entity consummated the previously announced Business Combination pursuant to the Merger Agreement
dated October 15, 2020 between FS Development and Gemini, under the terms of which, FS Development acquired Gemini, through which
Merger Sub merged with and into Gemini, with Gemini becoming a wholly-owned subsidiary of FS Development Corp., referred to herein
as Combined Entity, which became a publicly-listed entity. As a result of the Business Combination, the Combined Entity owns,
directly or indirectly, all of the issued and outstanding equity interests of Gemini and the Gemini Equityholders hold a portion
of the Combined Entity Common Stock.
following pro forma combined financial statements presented herein reflect the redemption of 100 shares of Class A Common Stock
by FS Development's shareholders in conjunction with the shareholder vote on the Business Combination contemplated by the
Merger Agreement at a meeting held on February 3, 2021.
| FSDC (Historical) | Gemini (Historical) | Pro Forma Adjustments | Note 3 | Pro Forma | |||||||||||||||
| Assets | |||||||||||||||||||
| Current assets: | |||||||||||||||||||
| Cash and cash equivalents | $ | 1,438 | $ | 13,215 | $ | 191,441 | (a), (b), (c) | $ | 206,094 | ||||||||||
| Prepaid expenses and other current assets | 170 | 991 | - | 1,161 | |||||||||||||||
| Total Current Assets | 1,608 | 14,206 | 191,441 | 207,255 | |||||||||||||||
| Property and equipment, net | - | 381 | - | 381 | |||||||||||||||
| Restricted cash | - | 323 | - | 323 | |||||||||||||||
| Cash held in Trust Account | 120,751 | - | (120,751 | ) | (c) | - | |||||||||||||
| Deferred offering costs | - | 1,341 | (1,341 | ) | (d) | - | |||||||||||||
| Other assets | - | 2 | - | 2 | |||||||||||||||
| Total Assets | $ | 122,359 | $ | 16,253 | $ | 69,349 | $ | 207,961 | |||||||||||
| Liabilities and Shareholders' Equity (Deficit) | |||||||||||||||||||
| Current liabilities: | |||||||||||||||||||
| Accounts payable and accrued expenses | $ | 503 | $ | 6,683 | $ | (1,695 | ) | (a), (d), (e) | $ | 5,491 | |||||||||
| Franchise tax payable | 50 | - | (50 | ) | (e) | - | |||||||||||||
| Term loan, current portion | - | 3,750 | - | 3,750 | |||||||||||||||
| Convertible notes, net | - | 7,600 | (7,600 | ) | (f) | - | |||||||||||||
| Total Current Liabilities | 553 | 18,033 | (9,345 | ) | 9,241 | ||||||||||||||
| Deferred underwriting commissions | 4,226 | - | (4,226 | ) | (b) | - | |||||||||||||
| Warrant liability | - | 74 | - | 74 | |||||||||||||||
| Other liabilities | - | 234 | - | 234 | |||||||||||||||
| Term loan, net of current portion and discount | - | 6,190 | - | 6,190 | |||||||||||||||
| Total Liabilities | 4,779 | 24,531 | (13,571 | ) | 15,739 | ||||||||||||||
| Series A convertible preferred stock | - | 47,113 | (47,113 | ) | (g) | - | |||||||||||||
| Series B convertible preferred stock | - | 33,336 | (33,336 | ) | (g) | - | |||||||||||||
| Total convertible preferred stock | - | 80,449 | (80,449 | ) | - | ||||||||||||||
| Class A common stock subject to redemption | 112,580 | - | (112,580 | ) | (g) | - | |||||||||||||
| Stockholders' Equity | |||||||||||||||||||
| Preferred stock | - | - | - | - | |||||||||||||||
| Class A common stock | - | - | - | - | |||||||||||||||
| Class B common stock | - | - | - | - | |||||||||||||||
| Common stock | - | 6 | (5 | ) | (g) | 1 | |||||||||||||
| Additional paid-in capital | 5,501 | 9,773 | 282,368 | (g) | 297,642 | ||||||||||||||
| Accumulated deficit | (501 | ) | (98,506 | ) | (6,414 | ) | (g) | (105,421 | ) | ||||||||||
| Total Stockholders' Equity (Deficit) | 5,000 | (88,727 | ) | 275,949 | 192,222 | ||||||||||||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | 122,359 | $ | 16,253 | $ | 69,349 | $ | 207,961 |
OF OPERATIONS FOR THE NINE MONTHS
thousands, except share and per share amounts)
| FSDC (Historical) | Gemini (Historical) | Pro Forma Adjustments | Note 3 | Pro Forma | |||||||||||||||
| Operating expenses: | |||||||||||||||||||
| Research and development | $ | - | $ | 20,472 | $ | - | $ | 20,472 | |||||||||||
| General and administrative | 452 | 3,774 | 50 | (h) | 4,276 | ||||||||||||||
| Franchise tax expense | 50 | - | (50 | ) | (h) | - | |||||||||||||
| Operating expenses | 502 | 24,246 | - | 24,748 | |||||||||||||||
| Loss from operations | (502 | ) | (24,246 | ) | - | (24,748 | ) | ||||||||||||
| Other income (expense): | |||||||||||||||||||
| Interest expense | - | (2,307 | ) | (6,204 | ) | (i) | (8,511 | ) | |||||||||||
| Interest income | 1 | 37 | - | 38 | |||||||||||||||
| Loss on extinguishment of debt | - | - | (711 | ) | (i) | (711 | ) | ||||||||||||
| Change in fair value of warrant liability | - | (6 | ) | - | (6 | ) | |||||||||||||
| Net loss | $ | (501 | ) | $ | (26,522 | ) | $ | (6,915 | ) | $ | (33,938 | ) | |||||||
| Weighted common shares outstanding - Class A | 12,516,500 | 5,507,900 | (j) | 45,301,990 | |||||||||||||||
| Basic and diluted net loss per share - Class A | $ | - | $ | (4.82 | ) | (j) | $ | (0.75 | ) | ||||||||||
| Weighted common shares outstanding - Class B | 3,018,750 | - | - | ||||||||||||||||
| Basic and diluted net loss per share - Class B | $ | (0.17 | ) | $ | - | $ | - |
OF OPERATIONS FOR THE
ENDED DECEMBER 31, 2019
thousands, except share and per share amounts)
| FSDC (Historical) | Gemini (Historical) | Pro Forma Adjustments | Note 3 | Pro Forma | |||||||||||||||
| Operating expenses: | |||||||||||||||||||
| Research and development | $ | - | $ | 34,472 | $ | - | $ | 34,472 | |||||||||||
| General and administrative expenses | - | 6,753 | - | 6,753 | |||||||||||||||
| Operating expenses | - | 41,225 | - | 41,225 | |||||||||||||||
| Loss from operations | - | (41,225 | ) | - | (41,225 | ) | |||||||||||||
| Other income (expense): | |||||||||||||||||||
| Interest expense | - | (350 | ) | - | (350 | ) | |||||||||||||
| Interest income | - | 177 | - | 177 | |||||||||||||||
| Change in fair value of warrant liability | - | (2 | ) | - | (2 | ) | |||||||||||||
| Net loss | $ | - | $ | (41,400 | ) | $ | - | $ | (41,400 | ) | |||||||||
| Weighted common shares outstanding - Class A | 5,171,537 | (j) | 45,301,990 | ||||||||||||||||
| Basic and diluted net loss per share - Class A | $ | (8.01 | ) | (j) | $ | (0.91 | ) |
1 - Description of the Business Combination
February 5, 2021, the Combined Entity consummated the previously announced Business Combination pursuant to the Merger Agreement
dated October 15, 2020 between FS Development and Gemini, under the terms of which, FS Development acquired Gemini, through which
Merger Sub merged with and into Gemini, with Gemini becoming a wholly-owned subsidiary of FS Development Corp., referred to herein
as Combined Entity, which became a publicly-listed entity. As a result of the Business Combination, the Combined Entity owns,
directly or indirectly, all of the issued and outstanding equity interests of Gemini and the Gemini Equityholders hold a portion
of the Combined Entity Common Stock.
a result of the Merger Agreement, Gemini Equityholders received an aggregate number of shares of Combined Entity Common Stock
equal to (i) $215.0 million, divided by (ii) $10.00, or 21,500,000 shares. The final conversion ratio used to calculate the
final Merger Consideration was .2180, resulting in 17,942,274 shares issued for all issued and outstanding Gemini common stock
and preferred stock, 2,318,566 shares issued for Gemini's underlying vested, unvested, and unexercised options and warrants,
and 1,239,160 shares reserved for issuance under the 2021 Stock Option and Incentive Plan. In connection with the closing of the
Business Combination, certain investors agreed to subscribe for and purchase an aggregate of $95.1 million of common stock of
Combined Entity (the "PIPE Investment").
following summarizes the number of Combined Entity Common Stock outstanding following the consummation of the Business Combination
and the PIPE Investment:
| Shares | % | |||||||
| FS Development public stockholders | 12,074,900 | 26.7 | % | |||||
| FS Development Sponsor and Directors | 3,460,250 | 7.6 | % | |||||
| Gemini Stockholders | 20,260,840 | 44.7 | % | |||||
| PIPE - Gemini Stockholders | 1,560,000 | 3.5 | % | |||||
| PIPE - FS Development Sponsor | 1,500,000 | 3.3 | % | |||||
| PIPE - Other Investors | 6,446,000 | 14.2 | % | |||||
| Total | 45,301,990 | 100 | % |
2 - Basis of Presentation
historical financial information of FS Development and Gemini has been adjusted in the unaudited pro forma combined financial
information to give effect to events that are (1) directly attributable to the Business Combination and the PIPE Investment,
(2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact
on the combined results. The pro forma adjustments are prepared to illustrate the estimated effect of the Business Combination
and the PIPE Investment and certain other adjustments.
Business Combination will be accounted for as a reverse recapitalization because Gemini has been determined to be the accounting
acquirer under Financial Accounting Standards Board's Accounting Standards Codification Topic 805, Business Combinations
("ASC 805"). The determination is primarily based on the evaluation of the following facts and circumstances:
the reverse recapitalization model, the Business Combination will be treated as Gemini issuing equity for the net assets of FS
Development, with no goodwill or intangible assets recorded.
the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma combined
financial information will be different.
Combined Entity entered into new equity awards with its employees upon the consummation of the Business Combination. The terms
of these new equity awards were not changed or amended from the original awards. Accordingly, no effect was given to the unaudited
pro forma combined financial information for the new awards.
unaudited pro forma combined financial information does not reflect the income tax effects of the pro forma adjustments as any
change in the deferred tax balance would be offset by an increase in the valuation allowance given Gemini incurred significant
losses during the historical periods presented.
3 - Pro Forma Adjustments
to the Unaudited Pro Forma Combined Balance Sheet as of September 30, 2020
pro forma adjustments included in the unaudited pro forma combined balance sheet as of September 30, 2020 are as follows:
table below represents the sources and uses of funds as it relates to the Business Combination:
| (in thousands) | ||||||
| Note | ||||||
| FS Development cash held in Trust Account | (1) | $ | 120,751 | |||
| PIPE - FS Development Sponsor | (2) | 15,000 | ||||
| PIPE - Gemini Shareholders | (2) | 15,600 | ||||
| Other PIPE Investors | (2) | 64,460 | ||||
| Payment to redeeming FS Development Stockholders | (3) | (1 | ) | |||
| Payment of deferred underwriting commissions | (4) | (4,226 | ) | |||
| Payment of FS Development accrued transaction costs | (5) | (404 | ) | |||
| Payment of FS Development incremental transaction costs | (5) | (11,561 | ) | |||
| Payment of Gemini accrued transaction costs | (6) | (1,341 | ) | |||
| Payment of Gemini incremental transaction costs | (6) | (6,837 | ) | |||
| Excess cash to balance sheet from Business Combination | $ | 191,441 |
| (in thousands, except share amounts) | Common Stock | |||||||||||||||||||||||||||
| Number of Shares | Par Value | Additional | ||||||||||||||||||||||||||
| Class A | Class B | Class A | Class B | Gemini's | paid-in | Accumulated | ||||||||||||||||||||||
| Stock | Stock | Stock | Stock | Stock | capital | deficit | ||||||||||||||||||||||
| Pre Business Combination - FS Development stockholders | 816,967 | 3,018,750 | $ | - | $ | - | $ | - | $ | 5,501 | $ | (501 | ) | |||||||||||||||
| Pre Business Combination - FS Development Holdings, LLC | 441,500 | - | - | - | - | - | - | |||||||||||||||||||||
| Pre Business Combination - Gemini | - | - | 6 | - | 80,449 | 9,773 | (98,506 | ) | ||||||||||||||||||||
| Pre Business Combination - Gemini conversion of promissory notes | - | - | - | - | 23,413 | (8,898 | ) | (6,915 | ) | |||||||||||||||||||
| Conversion of Class B common stock to Class A common stock | 3,018,750 | (3,018,750 | ) | - | - | - | - | - | ||||||||||||||||||||
| Reclassification of redeemable stock to Class A common stock | 11,258,033 | - | 1 | - | - | 112,579 | - | |||||||||||||||||||||
| Less: Redemption of redeemable shares | (100 | ) | - | - | - | - | (1 | ) | - | |||||||||||||||||||
| Gemini Stockholders | 20,260,840 | - | - | - | - | - | - | |||||||||||||||||||||
| PIPE - Gemini Stockholders | 1,560,000 | ' | - | - | - | 15,600 | - | |||||||||||||||||||||
| PIPE - FS Development | 1,500,000 | - | - | - | - | 15,000 | - | |||||||||||||||||||||
| PIPE - Other Investors | 6,446,000 | - | - | - | - | 64,460 | - | |||||||||||||||||||||
| Balances after share transactions of Combined Entity | 45,301,990 | - | 7 | - | 103,862 | 214,014 | (105,922 | ) | ||||||||||||||||||||
| FS Development incremental transaction costs | - | - | - | - | - | (11,561 | ) | - | ||||||||||||||||||||
| Gemini incremental transaction costs | - | - | - | - | - | (6,837 | ) | |||||||||||||||||||||
| Capitalized transaction costs of Gemini | - | - | - | - | - | (1,341 | ) | |||||||||||||||||||||
| Elimination of historical accumulated deficit of FS Development | - | - | - | - | - | (501 | ) | 501 | ||||||||||||||||||||
| Elimination of historical stock of Gemini | - | - | (6 | ) | - | (103,862 | ) | 103,868 | - | |||||||||||||||||||
| Post-Business Combination | 45,301,990 | - | $ | 1 | $ | - | $ | - | $ | 297,642 | $ | (105,421 | ) |
to the Unaudited Pro Forma Combined Statements of Operations for the Nine Months Ended September 30, 2020 and Year Ended December 31,
pro forma adjustments included in the unaudited pro forma combined statement of operations for the nine months ended September
30, 2020 and for the year ended December 31, 2019 are as follows: