Aerami Therapeutics Holdings, Inc. (“Aerami” or the “Company”), a
biopharmaceutical company focused on developing inhaled therapies
to treat severe respiratory and chronic diseases, and FoxWayne
Enterprises Acquisition Corp. (NASDAQ: FOXWU) (“FoxWayne”), a
special purpose acquisition company (“SPAC”), today announced they
have entered into a definitive business combination agreement. Upon
closing of the transaction, which is currently anticipated to occur
in the first quarter of 2022, the combined company will be named
“Aerami Therapeutics Holdings, Inc.” and will be led by Steve
Thornton, chief executive officer of Aerami, and the rest of the
Company’s current management. The combined company’s common stock
is expected to continue to be listed on the Nasdaq Capital Market.
Proceeds from the transaction will be applied
toward advancing AER-901, Aerami’s proprietary inhaled, nebulized
formulation of imatinib into a planned Phase 2/3 clinical trial in
2022. Aerami believes AER-901 has the potential to be a disease
modifying therapy for pulmonary arterial hypertension (PAH) in an
estimated $5 billion market. In addition, Aerami anticipates filing
in 2022 for 510(k) clearance in the U.S. for its proprietary AFINA
inhaler technology platform to capitalize on the rapidly growing
global smart inhaler market. Aerami plans to pursue internal
development and partnering of AFINA-based pipeline opportunities
for inhaled therapies targeted at addressing large markets with
significant unmet needs.
“We are deeply committed to advancing inhaled
therapies that address severe respiratory and chronic diseases.
This transaction is expected to provide significant capital and a
platform to accelerate the development of our drug product
candidates including taking our lead product, inhaled imatinib for
the treatment of pulmonary arterial hypertension, into a planned
Phase 2/3 trial in 2022,” said Mr. Thornton.
Robb Knie, chief executive officer of FoxWayne,
added, “We see immense opportunities in Aerami’s approach to
delivering inhaled therapies for targeted indications that present
large unmet medical needs, including pulmonary arterial
hypertension, a debilitating disease for which there currently are
no available disease modifying therapies.”
Summary of the Transaction
As part of the transaction, FoxWayne will be
issuing 25 million shares of its common stock, which represents
consideration of approximately $250 million. Current Aerami
stockholders will convert 100% of their existing equity interests
into common stock of the combined company and will own a majority
of the outstanding shares of the combined company post-closing.
Assuming no redemptions of FoxWayne shares, the combined company’s
cash resources are expected to be comprised of $58 million in cash
proceeds currently in trust at FoxWayne along with the existing
cash resources of Aerami at closing.
The boards of directors of both Aerami and
FoxWayne have unanimously approved the proposed transaction. The
transaction is subject to, among other things, the approval of the
stockholders of both Aerami and FoxWayne and satisfaction or waiver
of the conditions stated in the definitive business combination
agreement.
The description of the business combination
contained herein is only a high-level summary. Additional
information about the proposed transaction, including a copy of the
business combination agreement, will be provided in a Current
Report on Form 8-K to be filed by FoxWayne with the Securities and
Exchange Commission (“SEC”) and will be available at the SEC’s
website at www.sec.gov. In addition, FoxWayne 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 the SEC.
Advisors
SternAegis Ventures is serving as financial
advisor to Aerami. SternAegis Ventures is the management team
within Aegis Capital Corp. that is responsible for venture capital
and private equity investment banking as well as advisory services.
Aegis Capital Corp. is a full-service retail and institutional
broker-dealer located in New York City. Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, LLP is serving as legal counsel
to Aerami. Sheppard, Mullin, Richter & Hampton LLP is serving
as legal counsel to FoxWayne.
About Aerami
Aerami is a clinical stage biopharmaceutical
company developing inhaled therapies to treat severe respiratory
and chronic diseases. Aerami’s lead development program is
AER-901, a drug-device combination product candidate in Phase
1 for the treatment of pulmonary arterial hypertension. AER-901 is
designed to improve drug uptake and deliver consistent,
therapeutically effective, and well tolerated levels of a nebulized
formulation of imatinib through once-a-day inhalation via the FOX®
device, which is both 510(k) cleared and CE marked and which the
Company has licensed from Vectura Limited.
About FoxWayne
FoxWayne is a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. FoxWayne is led by
Chairman and Chief Executive Officer, Robb Knie.
Important Information About the Merger
and Where to Find It
This press release relates to a proposed
transaction between Aerami and FoxWayne. 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 transaction described herein, FoxWayne intends to file
relevant materials with the SEC including a registration statement
on Form S-4, which 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
stockholder meeting of FoxWayne to vote on the business
combination. Promptly after the registration statement is declared
effective by the SEC, FoxWayne will mail the definitive proxy
statement/prospectus and a proxy card to each stockholder as of a
record date for the meeting of FoxWayne stockholders to be
established for voting on the proposed business combination.
FoxWayne urges its investors, stockholders 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
FoxWayne, Aerami and the business combination. Once
available, stockholders will also be able to obtain a copy of the
Form S-4, including the proxy statement/prospectus, and other
documents filed with the SEC without charge, by directing a request
to: FoxWayne, Attn: Robb Knie, 1 Rockefeller Plaza, Suite 1039, New
York, New York 10020. 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
FoxWayne and its directors and executive
officers may be deemed participants in the solicitation of proxies
from FoxWayne’s stockholders with respect to the business
combination. Information about FoxWayne’s directors and executive
officers and a description of their interests in FoxWayne will be
included in the proxy statement/prospectus for the proposed
transaction and be available at the SEC’s website (www.sec.gov).
Additional information regarding the interests of such participants
will be contained in the proxy statement/prospectus for the
proposed transaction when available.
Aerami and its directors and executive officers
also may be deemed to be participants in the solicitation of
proxies from the stockholders of FoxWayne in connection with the
proposed business combination. Information about Aerami’s directors
and executive officers and information regarding their interests in
the proposed transaction will be included in the proxy
statement/prospectus for the proposed transaction.
Non-Solicitation
This 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
and shall not constitute an offer to sell or a solicitation of an
offer to buy any securities nor shall there be any sale of
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Special Note Regarding Forward-Looking
Statements
This press release contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction between
FoxWayne and Aerami. All statements other than statements of
historical facts contained in this press release, including
statements regarding FoxWayne or Aerami’s future results of
operations and financial position, the amount of cash expected to
be available to Aerami after the closing and giving effect to any
redemptions by FoxWayne stockholders, Aerami’s business strategy,
prospective drug products, product approvals, research and
development costs, timing and likelihood of success, plans and
objectives of management for future operations, future results of
current and anticipated products and expected use of proceeds, are
forward-looking statements. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “target,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar
expressions. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of the respective management teams of Aerami and
FoxWayne and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of Aerami and FoxWayne.
These forward-looking statements are subject to
a number of risks including, but not limited to, the following
risks relating to the proposed transaction: (1) the risk that the
proposed transaction may not be completed in a timely manner or at
all, which may adversely affect the price of FoxWayne’s securities;
(2) the failure to satisfy the conditions to closing the proposed
transaction, including the approval by the stockholders of FoxWayne
and Aerami; (3) the risk that some or all of FoxWayne’s
stockholders may redeem their shares at the closing of the proposed
transaction; (4) the effect of the announcement or pendency of the
proposed transaction on Aerami’s business relationships and
business generally; (5) the outcome of any legal proceedings that
may be instituted related to the proposed transaction; (6) the
ability to realize the anticipated benefits of the proposed
transaction; (7) the risk that Aerami may use its capital resources
sooner than it expects; (8) the risk that the product candidates
that Aerami is developing may not progress through clinical
development or receive regulatory approvals within expected
timelines or at all; (9) the risk that Aerami’s clinical trials,
including the Phase 1 trial currently underway for AER-901, may not
confirm any safety, efficacy or other product characteristics that
would enable subsequent clinical trials, such as the Phase 2/3
trial planned for AER-901, or filing for regulatory approval; (10)
the risk that Aerami will be unable to successfully market or gain
market acceptance of its product candidates, if approved; (11) the
risk that Aerami’s product candidates may not be beneficial to
patients or successfully commercialized, if approved; (12) the risk
that Aerami has overestimated the size of the target patient
population, their willingness to try new therapies and the
willingness of physicians to prescribe these therapies; (13) the
effects of competition on Aerami’s business; (14) the risk that
third parties on which Aerami depends for clinical trials and other
critical services will fail to perform satisfactorily; (15) the
risk that Aerami may not be able to recruit and retain qualified
personnel; (16) the risk that Aerami’s business, operations,
clinical development plans and timelines, and supply chain could be
adversely affected by the effects of health epidemics, including
the ongoing COVID-19 pandemic; (17) the risk that Aerami will be
unable to obtain and maintain sufficient intellectual property
protection for its drug products or will infringe the intellectual
property protection of others; (18) the risk the combined company
will fail to realize the anticipated benefits of the proposed
transaction; and (19) other risks and uncertainties indicated from
time to time in FoxWayne’s public filings with the SEC. If any of
these risks materialize or FoxWayne’s and Aerami’s assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that neither FoxWayne nor Aerami presently know,
or that FoxWayne or Aerami currently believe are immaterial, that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect FoxWayne’s and Aerami’s expectations, plans or
forecasts of future events and views as of the date of this press
release. FoxWayne and Aerami anticipate that subsequent events and
developments will cause FoxWayne’s and Aerami’s assessments to
change. However, while FoxWayne and Aerami may elect to update
these forward-looking statements at some point in the future,
FoxWayne and Aerami specifically disclaim any obligation to do so,
except as otherwise required by law. These forward-looking
statements should not be relied upon as representing FoxWayne’s and
Aerami’s assessments of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed
upon the forward-looking statements.
Aerami Investor Contact:CORE
IRTel: 516-222-2560investors@aerami.com
Aerami Media Contact:Jules AbrahamCORE IRTel:
917-885-7378julesa@coreir.com
FoxWayne Investor
Contact:Investor RelationsTel:
917-284-8938investors@foxwayne.com
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