Vincerx Pharma (NASDAQ:VINC) Enters into a Binding Term Sheet for Business Combination with Oqory, Inc.

Vincerx Pharma, Inc. filed an 8-K form with the Securities and Exchange Commission on December 20, 2024, announcing the entry into a binding term sheet with Oqory, Inc., a Delaware corporation, and Oqory’s parent company, Vivasor, Inc. This term sheet outlines a proposed business combination between Vincerx and Oqory, with an effective date of December 27, 2024.

The proposed business combination is structured as a reverse triangular merger, where a subsidiary of Vincerx would merge into Oqory. Oqory stockholders would receive shares of Vincerx common stock in exchange for their Oqory common stock, with the exchange ratio based on intended post-closing percentage ownership. The parties also contemplate an offering of equity interests in Vincerx completed concurrently with the business combination.

As part of the process, the Vincerx Board of Directors approved streamlining measures, including an additional workforce reduction, expected to result in approximately $2.4 million in costs related to severance and other expenses. Dr. Ahmed Hamdy, Chairman and CEO, stepped down as CEO but remains Chairman, while Alexander Seelenberger, the CFO, also stepped down. Dr. Raquel Izumi transitioned from President and COO to Acting CEO, and Kevin Haas assumed the role of Acting CFO.

In connection with the term sheet, Vincerx Pharma entered into a definitive securities purchase agreement for a registered direct offering of common stock and warrants, closing on December 27, 2024. The offering aims to raise around $0.9 million for general corporate purposes. The offering is subject to certain conditions and includes customary representations, warranties, and covenants.

The parties anticipate executing a definitive business combination agreement incorporating the term sheet provisions and other standard terms. The agreement is subject to various conditions, including completing due diligence, securing investor commitments, and obtaining necessary approvals. The parties aim to complete the agreement by January 31, 2025, refraining from seeking alternative acquisition proposals throughout the negotiations.

The disclosure includes a cautionary note on forward-looking statements, urging caution due to inherent uncertainties and risks. Actual results may vary from these statements, impacted by factors such as capital requirements, market conditions, and regulatory approvals. Vincerx disclaims any obligation to update forward-looking statements, underscoring the complexities in finalizing the proposed business combination and subsequent uncertainties.

The filing also details the departure of key officers and directors, alongside the potential risks related to the planned business combination, emphasizing the importance of reaching acceptable terms and satisfying closing conditions.

The 8-K filing provides valuable insights into Vincerx Pharma’s strategic moves, financial decisions, and future prospects as it navigates a significant business combination with Oqory, Inc.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Vincerx Pharma’s 8K filing here.

About Vincerx Pharma

Vincerx Pharma, Inc, a clinical-stage biopharmaceutical company, researches and develops therapies to address unmet medical needs for the treatment of cancer in the United States. It is developing enitociclib, a cyclin-dependent kinase-9 inhibitor that is in Phase 1 clinical trials for treating patients with hematologic malignancies; and VIP236, a small molecule drug conjugate that is in Phase 1 clinical trials to treat solid tumors.