Full Press Release Details
MoonLake ImmunotheraPeutics
AG and Helix Acquisition Corp. Announce BUSINESS COMBINATION Agreement to Create PUBLICLY LISTED BIOTECHNOLOGY COMPANY ADVANCing tri-specific
nanobody sonelokimab
Switzerland and Boston, MA - Oct. 4, 2021 - MoonLake Immunotherapeutics
AG, a clinical-stage biotechnology company focused on creating next-level therapies for inflammatory skin and joint diseases and Helix
Acquisition Corp. (Nasdaq: HLXA), a special purpose acquisition company (SPAC) sponsored by Cormorant Asset Management, today announced
they have entered into a definitive business combination agreement. Upon closing of the transaction, the company will be renamed "MoonLake
Immunotherapeutics" and will be led by an international team of immunology experts. The combined company's common stock is
expected to be listed on Nasdaq under the ticker symbol MLTX.
In addition to the approximately $115
million held in Helix Acquisition Corp.'s trust (assuming no redemptions), the transaction also includes commitments for a
$115 million PIPE at $10.00 per share from a group including premier institutional and strategic investors. The PIPE is led by
Cormorant Asset Management, and includes BVF Partners L.P., 683 Capital Partners, LP, Asymmetry Capital Management, LP, funds
managed by Ghost Tree Capital Group, LP, Monashee Investment Management, LLC, RTW Investments, LP, Surveyor Capital (a Citadel
company), TCG X, and funds managed by Tekla Capital Management LLC.
Jorge Santos da Silva, PhD, CEO of MoonLake said: "This financing
is an important milestone for our company. On behalf of the founders, we are grateful to the MoonLake team and our investors for ensuring
access to the capital we need to advance our sonelokimab clinical programs, and create the potential to transform the lives of patients
affected by IL-17A/F-driven inflammatory diseases. We would like to congratulate Cormorant, all of our investors, and the MoonLake team
for their contributions to reaching this important stage, and we look forward to our immediate next steps, including the imminent start
of our innovative Phase 2 program."
Proceeds from the transaction are expected to provide MoonLake with
the capital needed to accelerate the development of the clinical stage, tri-specific Nanobody sonelokimab, in multiple inflammatory
diseases in dermatology and rheumatology driven by IL-17A and IL-17F (A/F Inflammatory Diseases or AFIDs). In a Phase 2b trial with over
300 moderate-to-severe psoriasis patients, sonelokimab numerically outperformed the leading IL-17 inhibitor secukinumab and demonstrated
a favorable benefit-risk profile. Building on this progress, MoonLake plans to initiate additional Phase 2 studies targeting other IL-17A/F
driven indications such as psoriatic arthritis (PsA), ankylosing spondylitis or radiographic axial spondyloarthritis (AS or RaxSpA), and
hidradenitis suppurativa (HS), each of which affect millions of patients worldwide.
Bihua Chen, Founder and CEO of Cormorant, and CEO of Helix said: "MoonLake
has a strong management team with deep scientific and operational experience in immunology and an exciting asset in sonelokimab, which
has already shown clinical benefit in psoriasis. We are excited about the potential for sonelokimab impacting diseases such as HS,
PsA, and AS or RaxSpA."
Andy Phillips, Managing Director at Cormorant and CFO of Helix added:
"Nanobodies such as sonelokimab are an exciting emerging therapeutic modality and sonelokimab has been engineered to have properties
that may underpin potential for differentiated clinical activity in deep tissue and joint settings where IL-17A and IL-17F biology is
emerging as central to disease."
Transaction Overview
Upon the closing of the business
combination, MoonLake will have access to approximately $230 million in cash (less any redemptions and transaction costs). The
proceeds will be funded through a combination of approximately $115 million held in a trust account by Helix (assuming no
redemptions) and a $115 million concurrent PIPE financing of Helix Class A shares issued at $10.00 per share to leading
institutional investors. Assuming a share price of $10.00 per share and no redemptions of Helix shares, MoonLake (as a combined
entity) is expected to have an implied pro forma equity value of approximately $620 million at closing. As part of the transaction,
certain MoonLake existing equity holders will transfer their MoonLake equity to Helix in exchange for Class A shares of Helix, while
certain other MoonLake existing equity holders will have the ability to convert their MoonLake equity into shares of Helix.
The boards of directors of both MoonLake and
Helix have unanimously approved the proposed transaction, which is expected to be completed late in the fourth quarter of 2021 or
early in the first quarter of 2022. The transaction is subject to, among other things, the approval of the stockholders of both
MoonLake and Helix, and satisfaction or waiver of the conditions stated in the definitive business combination agreement.
Jefferies LLC, Cowen and Company, LLC and
SVB Leerink LLC acted as co-lead placement agents for Helix Acquisition Corp. on the PIPE transaction. Jefferies also acted as lead
capital markets advisor to Helix Acquisition Corp. SVB Leerink LLC also acted as financial advisor to Helix Acquisition Corp.
Gibson, Dunn & Crutcher LLP, Kellerhals Carrard Basel KIG and Walkers (Cayman) LLP acted as legal counsel to MoonLake. White & Case LLP, Pestalozzi Attorneys at Law Ltd, and Maples Group acted as legal counsel to Helix Acquisition Corp. Kirkland &
Ellis LLP acted as legal counsel to the placement agents.
Additional information about the transaction will be provided in a
Current Report on Form 8-K to be filed by Helix with the SEC and will be available at the SEC's website at www.sec.gov. In addition,
Helix intends to file a proxy statement with the SEC for the solicitation of approval of the business combination and related matters
from Helix's shareholders, and will file other documents regarding the proposed transaction with the SEC.
A webcast of the conference call and associated presentation materials
is available on Deal Roadshow:
Entry Code: MOONLAKE21
Direct Link: https://dealroadshow.com/e/MOONLAKE21
About MoonLake Immunotherapeutics
MoonLake Immunotherapeutics AG, founded in 2021, is a clinical-stage
biotechnology company advancing the tri-specific Nanobody , sonelokimab, to address significant unmet needs in inflammatory skin and
joint diseases. Sonelokimab is an IL-17A/F inhibitor that has clinically demonstrated potential to drive therapeutic solutions for dermatology
and rheumatology patients. MoonLake aims to develop a portfolio of therapeutic indications for sonelokimab, and is focused on demonstrating
its efficacy, safety, dosing convenience and mechanism of action, initially in psoriatic arthritis (PsA), ankylosing spondylitis or radiographic
axial spondyloarthritis (AS or RaxSpA), and hidradenitis suppurativa (HS). This will build on Phase 2b data showing leading performance
in psoriasis. MoonLake is headquartered in Zug, Switzerland.
About Helix Acquisition Corp. (HLXA)
Helix Acquisition Corp. (Nasdaq: HLXA) is a Cayman Islands exempted
company formed for the purpose of entering into a business combination with one or more businesses in the biotechnology sector. On October
19, 2020, Helix raised approximately $115 million for this purpose in its initial public offering. Helix is sponsored by Cormorant Asset
Management and led by Bihua Chen, the Founder and CEO of Cormorant Asset Management, a healthcare focused investment firm with approximately
$3 billion in assets under management as of June 2021. Helix is headquartered in Boston, Massachusetts.
Cautionary Statement Regarding Forward Looking
This press release contains
certain "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements regarding Helix's or MoonLake's expectations, hopes, beliefs, intentions
or strategies regarding the future including, without limitation, statements regarding: plans for preclinical studies, clinical trials
and research and development programs; the anticipated timing of the results from those studies and trials; and the expected benefits
of the proposed business combination to Helix and MoonLake. In addition, any statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that statement is not forward looking.
Forward-looking statements
are based on current expectations and assumptions that, while considered reasonable by Helix and its management, and MoonLake and its
management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible
to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may
adversely affect the price of Helix's securities, (ii) the failure to satisfy the conditions to the consummation of the transaction,
including the approval of the business combination agreement by the shareholders of Helix, the satisfaction of the minimum trust account
amount following any redemptions by Helix's public shareholders and the receipt of certain governmental and regulatory approvals,
(iii) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (iv) the occurrence of any
event, change or other circumstance that could give rise to the termination of the business combination agreement, (v) the effect of the
announcement or pendency of the transaction on the business relationships, operating results, and business generally of MoonLake, (vi)