- Total proceeds expected to be approximately $230
million, combining funds held in Helix Acquisition Corp’s trust
account and a private investment in public entity (PIPE)
financing
- Leading institutional investors commit $115 million through a
PIPE led by Cormorant Asset Management
- Business combination is expected to be completed late in the
fourth quarter of 2021 or early in the first quarter of 2022
- The combined company
plans to advance clinical development of the tri-specific Nanobody®
sonelokimab for the treatment of skin and joint diseases driven by
IL-17A and IL-17F
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.
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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.
Webcast Details
A webcast of the conference call and associated presentation
materials is available on Deal Roadshow:
URL: https://dealroadshow.com 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 Statements
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) risks that the proposed transaction disrupts current
plans and operations of MoonLake, (vii) the outcome of any legal
proceedings that may be instituted against MoonLake or Helix
related to the business combination agreement or the proposed
transaction, (viii) the ability to maintain the listing of Helix’s
securities on Nasdaq or another national securities exchange, (ix)
changes in the competitive and regulated industries in which
MoonLake operates, variations in operating performance across
competitors, changes in laws and regulations affecting the business
of MoonLake, and changes in the combined capital structure, and (x)
costs related to the transaction and the failure to realize
anticipated benefits of the transaction or to realize projected
results and underlying assumptions, including with respect to
anticipated shareholder redemptions.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the proxy
materials discussed above, and other documents filed by Helix from
time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements in
this press release, which speak only as of the date they are made
and are qualified in their entirety by reference to the cautionary
statements herein. Neither Helix nor MoonLake undertakes or accepts
any duty to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or in the events, conditions or circumstances on which
any such statement is based.
Additional Information and Where to
Find It
In connection with the proposed business combination, Helix
intends to file a proxy statement and other documents with the SEC.
A definitive proxy statement will be sent to the shareholders of
Helix, seeking any required shareholder approvals. Investors and
security holders of Helix and MoonLake are urged to carefully read
the entire proxy statement, when it becomes available, and any
other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed business
combination. The documents filed by Helix with the SEC may be
obtained free of charge at the SEC’s website at www.sec.gov.
Alternatively, these documents, when available, can be obtained
free of charge upon written request to Cormorant Asset Management,
LP, 200 Clarendon Street, 52nd Floor, Boston, MA 02116 or by
telephone at (857) 702-0370.
Participants in
Solicitation
Helix and MoonLake and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies in favor of the proposed transaction and related matters.
Information regarding Helix’s directors and executive officers is
contained in the section of Helix’s registration statement on Form
S-1 titled “Management,” which was filed with the SEC on October 1,
2020. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the proxy
statement and other relevant documents filed with the SEC when they
become available. Free copies of these documents may be obtained as
described in the preceding paragraph.
No Offer or Solicitation
This press release shall not constitute a 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, 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.
This press release could constitute advertising under the Swiss
Financial Services Act ("FinSA"). The offering of the securities
issued in connection with the transaction in Switzerland is exempt
from the requirement to prepare and publish a prospectus under
FINSA because such offering is made to professional clients within
the meaning of the FinSA only and the securities will not be
admitted to trading on any trading venue (exchange or multilateral
trading facility) in Switzerland. This press release does not
constitute a prospectus pursuant to the FinSA, and no such
prospectus has been or will be prepared for or in connection with
the offering of the securities.
Trademarks
This press release may contain trademarks, service marks, trade
names and copyrights of other companies, which are the property of
their respective owners. Solely for convenience, some of the
trademarks, service marks, trade names and copyrights referred to
in this press release may be listed without the TM, SM © or ®
symbols, but Helix and MoonLake will assert, to the fullest extent
under applicable law, the rights of the applicable owners, if any,
to these trademarks, service marks, trade names and copyrights.
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version on businesswire.com: https://www.businesswire.com/news/home/20211004005327/en/
Helix Acquisition Corp.: Andy Phillips Chief Financial Officer
of Helix Acquisition Corp. Email:
aphillips@helixholdingsllc.com
MoonLake Immunotherapeutics: Matthias Bodenstedt Chief Financial
Officer of MoonLake Immunotherapeutics Email:
info@moonlaketx.com
Media inquiries to MacDougall Advisors Inc: Kari Watson or
Josephine Pandji Email: kwatson@macbiocom.com or
jpandji@macbiocom.com
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