M&A - Venetian-1 Acquisition Corp.

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Form Type: S-1/A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025022311

Filing Summary: Lomond Therapeutics Holdings, Inc. filed an amendment to its Form S-1 registration statement with the SEC on March 10, 2025. This amendment is related to the registration of approximately 29,973,624 shares of common stock, primarily issued in connection with a merger with Lomond Therapeutics Operating Corporation. Key elements include details about previous private placements, the issuance of shares through the merger, and the absence of a current public trading market for these shares. The company is categorized as both an 'emerging growth company' and a 'smaller reporting company,' allowing it to benefit from reduced regulatory requirements. They continue to advance their clinical product candidates, focusing on oncology therapies, particularly aimed at addressing hematological malignancies. The document stresses the importance of regulatory approvals and the potential risks associated with their product development initiatives.

Document Link: View Document

Additional details:

Share Count: 29973624


Merger Date: 2024-11-01


Offering Price: 4.00


Total Offering Amount: 109894496


Company Name: Lomond Therapeutics Operating Corporation


Previous Company Name: Venetian-1 Acquisition Corp.


State Of Incorporation: Delaware


Form Type: S-1/A

Filing Date: 2025-01-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390025008902

Filing Summary: Lomond Therapeutics Holdings, Inc. filed an amendment to its registration statement under the Securities Act of 1933 on January 31, 2025. The amendment details the registration of 29,973,624 shares of common stock for sale by selling stockholders, including shares issued in a private placement and shares from a merger with Lomond, a Delaware corporation. The company conducted a private placement offering that raised capital prior to the merger, leading to shares being issued to its stockholders. The document outlines risks associated with their clinical development efforts, focusing on innovative therapies for hematological malignancies. It mentions the company's strategic focus on collaborations and emphasizes the potential therapeutic impacts of its lead product candidates. Moreover, the common stock of Lomond Therapeutics is not currently trading on any national securities exchange, but there is an application pending for OTCQB listing. The document contains forward-looking statements about the development and commercialization of their product candidates, with warnings about uncertainties and risks involved in clinical trials, regulatory approvals, and market acceptance.

Document Link: View Document

Additional details:

State: Delaware


Cik Number: 333-283508


Common Stock Shares: 29,973,624


Private Placement Shares: 11,402,831


Subsequent Closing Shares: 2,500,000


Placement Agent Warrants: 275,410


Shares From Merger: 14,420,383


Shares From Acquisition Predecessor: 1,375,000


Fixed Price Per Share: 4.00


Total Offering Amount: 109,894,496


Emerging Growth Company: true


Smaller Reporting Company: true


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