M&A: Vincerx Pharma, Inc.

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285929

Comments: Vincerx Pharma, Inc. has entered into a binding term sheet with Oqory, Inc. regarding a proposed business combination, structured as a reverse triangular merger. The agreement, effective as of December 27, 2024, stipulates that a subsidiary of Vincerx will merge into Oqory, with Oqory stockholders receiving shares of Vincerx common stock based on a predetermined exchange ratio. This transaction aims for Oqory’s equity holders to own 95% of the combined entity, while Vincerx’s equity holders retain 5%. The merger conditions include satisfying investor commitments for a concurrent investment of at least $20 million and approval from stockholders. Additionally, Vincerx plans to implement cost-control measures, including workforce reductions, estimated to incur around $2.4 million in severance-related expenses. There have also been significant leadership changes, with Dr. Ahmed Hamdy stepping down as CEO but remaining as Chairman, and Dr. Raquel Izumi transitioning to Acting CEO. The document also details a securities purchase agreement related to an offering of shares and warrants, which closed on December 27, 2024.

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