Consonance-HFW Acquisition Corp. (NYSE American LLC: CHFW)
(“CHFW”) today announced that, upon the Domestication and the
consummation of its pending business combination (the “Business
Combination”) with Surrozen, Inc. (“Surrozen”), New Surrozen Common
Stock and New Surrozen Warrants (each as defined below) will be
listed on The Nasdaq Global Select Market (“Nasdaq”).
Prior to the consummation of the Business Combination, CHFW will
domesticate as a Delaware corporation and will change its name to
“Surrozen, Inc.” (the “Domestication”). References to “New
Surrozen” in this release refer to CHFW following the name change.
In connection with the Domestication, (1) each of the then issued
and outstanding CHFW Class A ordinary shares, par value $0.0001 per
share (“CHFW Class A Ordinary Shares”), and each issued and
outstanding CHFW Class B ordinary share, par value $0.0001 per
share, will convert automatically, on a one-for-one basis, into a
share of common stock, par value $0.0001 per share, of New Surrozen
(“New Surrozen Common Stock”); (2) each of the then issued and
outstanding whole warrants to purchase Class A ordinary shares of
CHFW will automatically represent the right to purchase one share
of New Surrozen Common Stock (“New Surrozen Warrants”) at an
exercise price of $11.50 per share on the terms and conditions set
forth in the warrant agreement, dated November 18, 2020, between
CHFW and Continental Stock Transfer & Trust Company, as warrant
agent (the “CHFW Warrant Agreement”); and (3) each of the then
issued and outstanding units of CHFW that has not been previously
separated into the underlying CHFW Class A Ordinary Shares and the
underlying warrants of CHFW prior to the Domestication will be
canceled and will entitle the holder thereof to one share of New
Surrozen Common Stock and one-third of one warrant representing the
right to purchase one share of New Surrozen Common Stock at an
exercise price of $11.50 per share on the terms and subject to the
conditions set forth in the CHFW Warrant Agreement.
Trading is expected to begin on Nasdaq on August 12, 2021, under
the new ticker symbol “SRZN” for the New Surrozen Common Stock and
“SRZNW” for the New Surrozen Warrants, following the consummation
of the Business Combination, which is currently expected to occur
on August 11, 2021, subject to final shareholder approval at CHFW’s
extraordinary general meeting on August 10, 2021, and satisfaction
of other customary closing conditions. Until the Domestication and
transfer to Nasdaq is complete, the CHFW Class A Ordinary Shares,
warrants, and units will continue to trade under the ticker symbols
“CHFW,”“CHFW.W,” and “CHFW.U,” respectively, on the NYSE American
LLC (“NYSE American”). The last day of trading on the NYSE American
is expected to be on August 11, 2021.
No action is required by existing CHFW shareholders with respect
to the ticker symbol or exchange listing change.
About Consonance-HFW Acquisition Corp.
Consonance-HFW Acquisition Corp. is a recently incorporated
blank check company incorporated as a Cayman Islands exempted
company and incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or
entities. It is led by Chairman Mitchell Blutt, M.D., Chief
Executive Officer Gad Soffer, Chief Financial Officer Kevin
Livingston and VP Business Development Joshua House.
About Surrozen
Surrozen is a biotechnology company discovering and developing
drug candidates to selectively modulate the Wnt pathway. Surrozen
is developing tissue-specific antibodies designed to engage the
body’s existing biological repair mechanisms with potential
application across multiple disease areas, including diseases of
the intestine, liver, retina, cornea, lung, kidney, cochlea, skin,
pancreas and central nervous system. For more information, please
visit www.surrozen.com.
Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. Although we believe that we have a reasonable basis for
each forward-looking statement contained in this press release, we
caution you that these statements are based on a combination of
facts and factors currently known by us and our projections of the
future, about which we cannot be certain. Forward-looking
statements in this press release include, but are not limited to,
statements regarding the proposed business combination, including
the timing and structure of the transaction, the proceeds of the
transaction, the board of directors of New Surrozen, the initial
market capitalization of New Surrozen and the benefits of the
transaction, as well as statements about the expectations for and
beliefs about Surrozen’s clinical development programs and
pipeline. We cannot assure you that the forward-looking statements
in this press release will prove to be accurate. These forward
looking statements are subject to a number of risks and
uncertainties, including, among others, the parties’ ability to
complete the business combination in a timely manner or at all,
including to obtain the requisite approvals from the CHFW or
Surrozen shareholders, or the parties’ ability or willingness to
satisfy or waive other closing conditions contained in the business
combination agreement; the occurrence of any event that could give
rise to the termination of the business combination agreement,
including if the PIPE is delayed or unable to be consummated; the
ability to recognize the anticipated benefits of the business
combination and other risks and uncertainties, including those to
be included under the header “Risk Factors” in the registration
statement on Form S-4 filed with the SEC by CHFW, and those risks
and uncertainties included under the header “Risk Factors” in the
final prospectus of CHFW related to its initial public offering and
in its Annual Report. The forward-looking statements in this press
release represent our views as of the date of this press release.
IF UNDERLYING ASSUMPTIONS PROVE INACCURATE OR UNKNOWN RISKS OR
UNCERTAINTIES MATERIALIZE, ACTUAL RESULTS AND THE TIMING OF EVENTS
MAY DIFFER MATERIALLY FROM THE RESULTS AND/OR TIMING DISCUSSED IN
THE FORWARD-LOOKING STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE
RELIANCE ON THESE STATEMENTS. CHFW AND SURROZEN DISCLAIM ANY INTENT
OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS AS A RESULT
OF DEVELOPMENTS OCCURRING AFTER THE DATE OF THIS REPORT OR
OTHERWISE. Furthermore, if any forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all.
Additional Information
In connection with the Business Combination, CHFW filed
registration statement on Form S-4 (333-256146) (as amended the
“Registration Statement”) with the
U.S. Securities and Exchange Commission (the “SEC”). On July 15, 2021, the Registration
Statement was declared effective by the SEC. On July 15, 2021, CHFW
filed a definitive proxy statement relating to CHFW’s special
meeting of stockholders in lieu of the 2021 annual meeting to be
held on August 10, 2021, to consider matters and transactions
relating to the Business Combination and final prospectus with
respect to the securities of CHFW to be issued in connection with
the Business Combination to Surrozen stockholders. Investors and
security holders of CHFW are advised to read the proxy
statement/prospectus in connection with CHFW’s solicitation of
proxies for its extraordinary general meeting of shareholders to be
held to approve the Business Combination (and related matters)
because the proxy statement/prospectus contains important
information about the Business Combination and the parties to the
Business Combination. Investors and security holders of Surrozen
are advised to read the proxy statement/prospectus in connection
with the written consent of Surrozen stockholders. Shareholders
are able to obtain copies of the proxy statement/prospectus,
without charge, at the SEC’s website at www.sec.gov or by directing
a request to: Consonance-HFW Acquisition Corp., 1 Palmer Square,
Suite 305, Princeton, NJ.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the Solicitation
CHFW, Surrozen and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of CHFW’s shareholders in connection with the Business
Combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
Business Combination of CHFW’s directors and officers in CHFW’s
filings with the SEC, including the Registration Statement filed
with the SEC by CHFW, which includes the proxy statement of CHFW
for the Business Combination, and such information and names of
Surrozen’s directors and executive officers will also be in the
Registration Statement filed with the SEC by CHFW, which includes
the proxy statement of CHFW for the Business Combination. These
documents can be obtained free of charge from the sources indicated
above.
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Consonance-HFW Acquisition Corp.
1 Palmer Square, Suite 305 Princeton, NJ 08540 Tel.: (609)
921-2333 Email: CHFW-info@consonancelifesciences.com
Surrozen
171 Oyster Point Blvd., Suite 400 South San Francisco, CA 94080
Tel.: (650) 475-2820 Email: info@surrozen.com
Media
Ian Stone, Managing Director CanaleComm Tel.: (619) 518-3518
Email: ian.stone@canalecomm.com
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