Cortexyme, Inc. entered into an agreement to acquire Novosteo Inc from David Lamond and others.
May 09, 2022
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Cortexyme, Inc. (NasdaqGS:CRTX) entered into an agreement to acquire Novosteo Inc. from David Lamond and others on May 9, 2022. Pursuant to the terms of the Merger Agreement, at the closing of the Merger, each share of capital stock of Novosteo that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.0911 shares of common stock, par value $0.001 per share, of the Company. The total number of shares of the Company Common Stock issued as consideration for the Merger was approximately 6 million shares including options to purchase an aggregate of 507,108 shares of the Company Common Stock upon conversion of the outstanding Novosteo options based on the Company Option Exchange Ratio, with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to consummation of the Merger. The Cortexyme also plans to operate under a new name Quince Therapeutics, Inc. and begin trading under the ticker symbol QNCX in the coming months.
Upon the close of the acquisition, the Cortexyme will appoint Novosteo executives Dirk Thye as chief executive officer, Brendan Hannah as Chief Business Officer and Karen Smith as chief medical officer of Cortexyme. Dirk Thye and Philip Low, a current director of Novosteo, will also join the Cortexyme's Board of Directors upon close of the transaction. Company announced the departure of Caryn McDowell, the Company's Chief Legal and Administrative Officer and Corporate Secretary, effective as of July 8, 2022. The transaction is subject to customary closing conditions and the adoption of the Merger Agreement by the Novosteo stockholders and has been approved by the Boards of Directors of both companies, is expected to close within the next 30 days. Gordon Ho and Ian Nussbaum of Cooley LLP acted as legal advisors to Cortexyme and Robert Ishii and Jason Breen of Wilson Sonsini Goodrich & Rosati acted as legal advisors to Novosteo. Fortis Advisors LLC acted as financial advisor to Novosteo, Inc.
Quince Therapeutics, Inc. is a late-stage biotechnology company. The Company is engaged in unlocking the patientâs own biology to deliver life-changing therapeutics to those living with rare diseases. The Companyâs asset, EryDex, is being developed for the treatment of a rare neurodegenerative disease, Ataxia-Telangiectasia (A-T). EryDex utilizes a technology platform for autologous intracellular drug encapsulation (AIDE). Its proprietary AIDE technology is designed to optimize the biodistribution of dexamethasone sodium phosphate (DSP; a pro-drug) by using an A-T patientâs own red blood cells to deliver the sustained therapeutic over a once-monthly treatment period. The Company is also designed to allow for the chronic administration of the therapeutic. The AIDE technology platform delivers a variety of therapeutics, ranging from small to large molecules, as well as biologics. The Company also intends to investigate additional potential applications of the AIDE technology platform.