- ANEW MEDICAL is developing a platform and commercializing novel
gene therapies to alleviate and/or reverse the progression of
neurodegenerative diseases.
- ANEW MEDICAL intends to use the proceeds from the merger
transaction to progress its lead gene therapy programs including
for amyotrophic lateral sclerosis (ALS) and Alzheimer's disease
(AD).
NEW
YORK, June 6, 2023 /PRNewswire/ -- ANEW MEDICAL,
INC. (OTC: LEAS), an early-stage biotechnology company focused on
developing disruptive new therapies to treat age-related
neurodegenerative diseases, previously announced that it has
entered into a definitive business combination agreement with
Redwoods Acquisition Corp. (NASDAQ: RWOD; "Redwoods"), a publicly
traded special purpose acquisition company, or SPAC. ANEW MEDICAL
(ANEW) currently has its common stock quoted on the OTC Markets
under the symbol "LEAS".
ANEW 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. ANEW has assembled a
portfolio of gene therapies in partnership with leading scientific
institutions in the US and Europe
and the core team has extensive experience in gene therapy, drug
development, and commercialization. ANEW is initially focused on
progressing programs that include alpha Klotho-based gene therapies
for ALS, Alzheimer's disease, and Parkinson's disease, and was
recently notified that its first core patent on cognition and
memory was granted and issued both in China and in Europe. ANEW has other patents pending
issuance in the US, and patent applications that have not yet been
examined.
Key transaction terms of the business combination
The pro forma enterprise value of the combined company is up to
US$94 million, which includes up to
US$54 million 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. All
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. A more detailed 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.
Advisors
Chardan 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.
About ANEW MEDICAL
ANEW (OTC: LEAS) is a Wyoming
corporation with a primary focus on developing disruptive
gene-based diagnostics and novel gene-based therapies to alleviate
and/or reverse the progression of age-related
neurodegenerative diseases through
the use of cell and gene therapy. ANEW has
become a leader in the development of α-Klotho isoforms, either as
recombinant proteins or as proteins expressed in vivo by
novel plasmid DNA constructs delivered by various DNA packaging and
delivering technologies. ANEW has assembled a team of highly
experienced pharmaceutical professionals and has licensed
technologies that are cutting-edge and essential medicines. The
Company is developing cell and gene therapy that integrates a
proprietary gene splice variant called secreted klotho (s-KL) and
targeted delivery of the gene construct to the cytoplasm of cells
using an adeno-associated virus (AAV) serotype 9 that concentrates
the gene-expressed protein (i). in the central nervous system (CNS)
for Alzheimer's treatment, and (ii). an in-licensed AAV9 variant
that has been shown to concentrate in muscle tissue for ALS
treatment.
About Redwoods
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.
Important Information about the Proposed Business Combination
and Where to Find It
This 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'
common stock in connection with Redwoods' solicitation of proxies
for the vote by Redwoods' 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 its stockholders.
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.
The 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.
Participants in the Solicitation
Redwoods and ANEW 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.
ANEW 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.
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. 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.
Forward-Looking Statements
Certain 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.
The 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 can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements, including: risks related to ANEW's
businesses and strategies; the ability to complete the proposed
business combination due to the failure to obtain approval from
Redwoods' stockholders or satisfy other closing conditions in the
definitive merger agreement; the amount of any redemptions by
existing holders of Redwoods' common stock; the ability to
recognize the anticipated benefits of the business combination;
other risks and uncertainties included under the header "Risk
Factors" in the Registration Statement to be filed by Redwoods,
ANEW and/or a successor entity of the transaction, in the final
prospectus of Redwoods for its initial public offering dated
April 1, 2022; and in Redwoods' other
filings 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. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and ANEW and Redwoods
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither ANEW nor Redwoods gives any
assurance that ANEW, Redwoods or the combined company will achieve
its expectations.
CONTACT:
info@anewmeds.com
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SOURCE ANEW ONCOLOGY, INC.