FRAZIER LIFESCIENCES ACQUISITION CORPORATION Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
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NewAmsterdam Pharma is a clinical-stage biopharmaceutical company developing oral, non-statin medicines for patients at high risk of cardiovascular disease ("CVD") with residual elevation of low-density lipoprotein cholesterol ("LDL-C" or "LDL"), for whom existing therapies are not sufficiently effective or well-tolerated. There exists a significant unmet need for a potent, cost-effective and convenient LDL-lowering therapy as an adjunct to statins, a class of lipid-lowering medications that are the current standard of care for high-risk CVD patients with high cholesterol. NewAmsterdam Pharma's lead product candidate, obicetrapib, is a next-generation, oral, low-dose cholesteryl ester transfer protein inhibitor, that is currently in four ongoing Phase 3 and Phase 2b clinical trials as both a monotherapy and a combination therapy with ezetimibe for lowering LDL-C and preventing major adverse cardiovascular events.
As a result of the transactions contemplated by the Business Combination
Agreement (the "Transactions"), FLAC will become a wholly owned subsidiary of
The Business Combination Agreement and the Transactions were unanimously
approved by the boards of directors of each of FLAC,
The Business Combination
The Business Combination Agreement provides for, among other things, the following Transactions (collectively, the "Business Combination"):
• The shareholders of NewAmsterdam Pharma ("Participating Shareholders")
will contribute all outstanding shares in the capital of NewAmsterdam
Pharma to Holdco in exchange for the issuance of ordinary shares, nominal
value EUR 0.12 , in the share capital of Holdco ("Holdco Shares") (the
"Exchange");
• Immediately after giving effect to the Exchange, the legal form of Holdco
will be converted from a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) to a public limited
liability company (naamloze vennootschap) (the "Holdco Reorganization"),
provided that NewAmsterdam Pharma and FLAC may agree to effect the Holdco
Reorganization promptly following the PIPE (as defined below);
• After giving effect to the Exchange, Merger Sub will merge with and into
FLAC (the "Merger"), with FLAC surviving the Merger as a wholly owned
subsidiary of Holdco (the "Surviving Company");
• In connection with the Merger, each issued and outstanding ordinary share
of FLAC will be canceled and extinguished in exchange for a claim for a
Holdco Share, and such claim will then be contributed into Holdco against
the issuance of a corresponding Holdco Share;
• Each outstanding warrant to purchase a Class A Ordinary Share, par value
$0.0001 per share, of FLAC ("FLAC Class A Ordinary Share") will become a
warrant to purchase one Holdco Share, on the same contractual terms;
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• Each outstanding NewAmsterdam Pharma option that is outstanding and
unexercised will remain outstanding, and to the extent unvested, such
option will continue to vest in accordance with its applicable terms, and
at the time of the Exchange, such NewAmsterdam Pharma option will become
an option to purchase, and will when exercised be settled in Holdco
Shares;
• Promptly following the Merger, the Surviving Company will change its
jurisdiction of incorporation by deregistering as a Cayman Islands
exempted company and continuing and domesticating as a corporation
incorporated under the laws of the State of Delaware ; and
• Following the Merger, upon the achievement of a certain clinical
development milestone, Holdco will issue to the Participating
Shareholders and optionholders who were directors, officers, employees or
consultants of NewAmsterdam Pharma as of the date of the Business
Combination Agreement (the "Participating Optionholders") and who are at
the time of achievement of such milestone still providing services to
Holdco or its subsidiaries, 1,886,137 additional Holdco Shares (the
"Earnout Shares"), which in the case of the Participating Optionholders
will take the form of awards of restricted stock under Holdco's long-term
incentive plan. The development milestone consists of achievement and
public announcement of Positive Phase 3 Data (as defined in the Business
Combination Agreement) for each of NewAmsterdam Pharma's BROADWAY
clinical trial and BROOKLYN clinical trial at any time during the period
beginning on the closing commencement date and ending on the date that is
five years after the final closing date of the events contemplated to
occur at closing of the Transactions (the "Earnout Period"). As a result,
no Earnout Shares will be issuable if the applicable milestone is not
achieved within five years of the Merger.
Business Combination Consideration
Subject to the terms and conditions of the Business Combination Agreement, the
consideration to be received by the NewAmsterdam Pharma equityholders in
connection with the Business Combination will be (i) an aggregate number of
Holdco Shares determined by using an exchange ratio (the "Exchange Ratio") equal
to (A)
Each NewAmsterdam Pharma option that is outstanding and unexercised immediately prior to the consummation of the Exchange will remain outstanding, and to the extent unvested, such option will continue to vest in accordance with its . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the heading "Subscription Agreements" is incorporated by reference herein. The PIPE Shares to be sold under the Subscription Agreements will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
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The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the proposed transactions,
Participants in the Solicitation
FLAC, NewAmsterdam Pharma,
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Forward Looking Statements
Certain statements included in this document that are not historical facts are
forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward looking statements include, but
are not limited to, statements regarding estimates and forecasts of other
financial and performance metrics and projections of market opportunity;
expectations and timing related to the success, cost and timing of product
development activities, including timing of initiation, completion and data
readouts for clinical trials and the potential approval of
No Offer or Solicitation
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1† Business Combination Agreement, dated as ofJuly 25, 2022 by and amongFrazier Lifesciences Acquisition Corporation ,NewAmsterdam Pharma Company B.V. ,NewAmsterdam Pharma Investment Corporation and NewAmsterdam Pharma Holding B.V. 10.1† Company Support Agreement, dated as ofJuly 25, 2022 by and betweenFrazier Lifesciences Acquisition Corporation ,NewAmsterdam Pharma Holding B.V. ,NewAmsterdam Pharma Company B.V. ,NewAmsterdam Pharma Investment Corporation and certain investors. 10.2 Sponsor Support Agreement, dated as ofJuly 25, 2022 by and betweenFrazier Lifesciences Acquisition Corporation ,NewAmsterdam Pharma Company B.V. ,NewAmsterdam Pharma Holding B.V. and certain investors. 10.3 Form of Investor Support Agreement. 10.4 Form of Subscription Agreement. 99.1 Joint Press Release, datedJuly 25, 2022 . 99.2 Investor Presentation, dated as ofJune 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSEC upon its request.
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