Full Press Release Details
MEDICAL, INC. Enters Into Definitive Merger Agreement with Redwoods Acquisition Corp.
30, 2023 /PRNewswire/ -- ANEW MEDICAL, INC. ("ANEW" or the "Company"), an early-stage biotechnology company
focused on developing disruptive new therapies to treat neurodegenerative diseases, announced today that it has entered into a definitive
merger agreement with Redwoods Acquisition Corp. (NASDAQ: RWOD; "Redwoods"), a publicly traded special purpose acquisition
company, or SPAC. ANEW currently has its common stock quoted on the OTC Markets under the symbol "LEAS".
transaction values the combined company at a pro forma enterprise value of approximately US$94.0 million (assuming no redemptions) with
existing ANEW stockholders rolling over 100% of their equity into the combined company. ANEW stockholders will be eligible to receive
additional shares pursuant to an earn-out based on the combined company's stock performance following the closing of the transaction.
The transaction is expected to provide approximately US$54 million of cash proceeds, assuming no redemptions by Redwoods stockholders.
These values exclude up to five million of additional earn-out shares that would be issued to ANEW stockholders if applicable stock performance-based
requirements are met. Upon completion of the transaction, the combined company will operate as ANEW MEDICAL and expects to remain listed
is dedicated to realizing the potential of gene therapies to offer transformative patient outcomes in areas of high unmet medical need
and extending the reach of gene therapies to highly prevalent neurodegenerative disorders. The Company has assembled a portfolio of gene
therapies in partnership with leading scientific institutions and has built a core team with extensive experience in the gene therapy,
drug development, and commercialization space. ANEW is initially focused on progressing programs that include alpha Klotho-based gene
therapies for ALS, Alzheimer's disease, and Parkinson's disease.
Joseph Sinkule, CEO and Founder of ANEW, welcomed the signing of the agreement, saying, "ANEW is focused on developing
disruptive new gene therapies to alleviate and/or reverse the progression of devastating neurodegenerative diseases. We are thrilled
to be reaching this important milestone and we believe it will be incredibly beneficial for our mission as a company. The
partnership with Redwoods as well as the listing on NASDAQ constitute an ideal pathway to raise additional capital and fund our
strategic initiatives going forward. ANEW management looks forward to creating significant shareholder value over the next several
years of product development and commercialization."
are delighted to announce the proposed merger with ANEW," said Mr. Jiande Chen, CEO of Redwoods. "After undertaking a comprehensive
process with external advisors to explore and evaluate numerous potential business combination partners, our board and management team
believe this transaction with ANEW represents the best opportunity to create substantial value for our stockholders. This business combination,
if completed, will result in Redwoods investors having an equity stake in a company that is focused on developing and commercializing
potentially disruptive gene therapies to improve the lives of patients with neurodegenerative diseases. We are thrilled to support ANEW
in its transition to a public company and to provide an avenue for ANEW to expeditiously meet its development milestones."
pro forma enterprise value of the combined company is up to US$94 million, which includes up to US$54 of cash held in the trust account
of Redwoods, which is subject to redemption by Redwoods stockholders. These values exclude up to 5 million of additional earn-out shares
that would be issued to ANEW stockholders if applicable stock performance-based requirements are met. The transaction, which has been
unanimously approved by the boards of directors of ANEW and Redwoods, is subject to approval by their respective stockholders and other
closing conditions. The proposed business combination contemplates that ANEW's stockholders will roll 100% of their equity into
the combined company and will be eligible to receive additional shares pursuant to an earn-out based on the combined company's future
cash remaining on the combined company's balance sheet at the closing of the transaction, after the settlement of transaction-related
expenses, is expected to be utilized by the combined company for working capital, growth, and other general corporate purposes. The proposed
business combination is expected to be completed by the fourth quarter of 2023.
description of the transaction terms and a copy of the definitive merger agreement will be included in a Current Report on Form 8-K to
be filed by Redwoods with the United States Securities and Exchange Commission (the "SEC") and available at www.sec.gov.
is acting as M&A and capital markets advisor to ANEW. Cyruli Shanks & Zizmor, LLP is acting as legal counsel to ANEW. Loeb
& Loeb LLP is acting as legal counsel to Redwoods.
is a Wyoming corporation with a primary focus on developing disruptive new therapies to alleviate and/or reverse the progression of neurodegenerative
diseases through the use of cell and gene therapy. ANEW has assembled a team of highly experienced pharmaceutical professionals and has
licensed technologies that are essential and life-saving. Deploying the cell and gene therapy that integrates a proprietary gene splice
variant called secreted klotho (s-KL) and delivery of the gene construct to the cytoplasm of cells using an adeno-associated virus (AAV)
serotype 9 that concentrates the expressed protein in the central nervous system (CNS) and another AAV9 that has been shown to concentrate
Redwoods Acquisition
Corp. (NASDAQ: RWOD; "Redwoods")
is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities.
Information about the Proposed Business Combination and Where to Find It
press release relates to a proposed transaction between Redwoods and ANEW. 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 proposed business combination, Redwoods, ANEW and/or a successor entity of the transaction intends
to relevant materials with the SEC, including a registration statement on Form S-4 containing a proxy statement/prospectus
(the "Registration Statement") with the SEC. The Registration Statement will include a proxy statement/prospectus to be distributed
to holders of Redwoods's common stock in connection with Redwoods's solicitation of proxies for the vote by Redwoods's stockholders with
respect to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating
to the offer of securities to be issued to ANEW's stockholders in connection with the proposed business combination. After the Registration
Statement has been filed and declared effective, Redwoods will mail a definitive proxy statement, when available, to
Before making any voting or investment decision, investors and security holders
and other interested parties are urged to read the Registration Statement, any amendments thereto and any other documents filed
with the SEC carefully and in their entirety when they become available because they will contain important information about Redwoods,
ANEW and the proposed business combination. Copies of these documents may be obtained free of charge at the SEC's website at www.sec.gov.
documents filed by Redwoods with the SEC also may be obtained free of charge upon written request to Redwoods at c/o Redwoods Acquisition
Corp., 1115 Broadway 12th Floor, New York, NY 10010. The documents filed by ANEW or any successor entity of the transaction with the
SEC also may be obtained free of charge upon written request to ANEW at 13576 Walnut Street, Suite A, Omaha, NE 68144 USA.
and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Redwoods' stockholders
with respect to the proposed business combination under the rules of the SEC. Securityholders may obtain more detailed information regarding
the names, affiliations, and interests of certain of Redwoods' executive officers and directors in the solicitation by reading Redwoods'
Registration Statement and other relevant materials filed with the SEC in connection with the proposed business combination when
they become available. Information about Redwoods' directors and executive officers and their ownership of Redwoods common stock is set
forth in its prospectus related to its initial public offering dated April 1, 2022. Other information regarding the interests of
Redwoods' participants in the proxy solicitation, which in some cases, may be different than those of their stockholders generally, will
be set forth in the Registration Statement relating to the proposed business combination when it becomes available. These documents
can be obtained free of charge at the SEC's web site at www.sec.gov.
and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of
Redwoods in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their
interests in the proposed business combination will be included in the Registration Statement
for the proposed business combination.
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 proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such 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, or an
exemption therefrom.
statements made in this press release are "forward-looking statements" within the meaning of the safe harbor provisions under
the United States Private Securities Litigation Reform Act of 1995, including statements about the parties' ability to close the proposed
business combination and related transactions, the anticipated benefits of the proposed business combination, and the financial condition,
results of operations, earnings outlook and prospects of Redwoods and/or the proposed business combination and related transactions and
may include statements for the period following the consummation of the proposed business combination and related transactions. In addition,
any statements that refer to projections (including EBITDA, adjusted EBITDA, EBITDA margin and revenue projections), forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking
statements are typically identified by words such as "plan," "believe," "expect," "anticipate,"
"intend," "outlook," "estimate," "forecast," "project," "continue," "could,"
"may," "might," "possible," "potential," "predict," "should," "would"
and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
forward-looking statements are based on the current expectations of the management of Redwoods and ANEW, as applicable, and are inherently
subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There