Gemini Therapeutics, Inc. entered into a non-binding indication of interest and a mutual exclusivity agreement to acquire FS Development Corp. (NasdaqCM:FSDC) for approximately $240 million in a reverse merger transaction on September 20, 2020. Gemini Therapeutics, Inc. entered into a definitive merger agreement to acquire FS Development Corp. (NasdaqCM:FSDC) in a reverse merger transaction on October 15, 2020. Under the agreement, FS Development Corp. will acquire all of the outstanding equity interests of Gemini Therapeutics in exchange for 21.5 million shares of FS Development Class A common stock, subject to adjustments, to be paid at the effective time of the merger. Pursuant to the agreement, at or prior to the effective time of the merger, each option exercisable for Gemini equity that is outstanding immediately prior to the effective time of the merger shall be assumed by FS Development Corp. and continue in full force and effect on the same terms and conditions as are currently applicable to such options, subject to adjustments to exercise price and number of shares of FS Development Class A common stock issued upon exercise. In addition, the agreement contemplates that at closing, FS Development Corp will deliver 2.15 million of its shares of Class A common stock to be placed into escrow for indemnification purposes, as further described in the agreement. Current Gemini Therapeutics shareholders are converting 100% of their existing equity interests into common stock of the combined company. Following the acquisition, Gemini Therapeutics will survive as the wholly-owned subsidiary of FS Development Corp. The current Gemini shareholders will own 46% of the combined company. In connection with the merger, FS Development entered into subscription agreements with certain investors, pursuant to which, among other things, certain investors have subscribed to purchase an aggregate of 9.5 million shares of Class A common stock of FS Development. Upon the closing of the merger, it is anticipated that FS Development Corp. will change its name to “Gemini Therapeutics, Inc.” The combined company is expected to be listed on Nasdaq. The merger agreement may be terminated under certain customary and limited circumstances at any time prior to the closing. Upon completion, Jason Meyenburg will serve as President and Chief Executive Officer, Gregg Beloff will serve as Chief Financial Officer, Scott Lauder will serve as Chief Technology Officer and Marc Uknis will serve as Chief Medical Officer of the combined company. The Directors of the combined company includes Jason Meyenburg, Jean George, Carl Gordon, David Lubner, Tuyen Ong, Jason Rhodes and Jim Tananbaum. The closing of the transaction is subject to the approval and adoption of the agreement and transactions contemplated thereby by requisite vote of FS Development's stockholders and the Gemini's stockholders; the receipt of consents or approvals from the applicable governmental, regulatory or administrative authorities; the aggregate cash proceeds from FS Development's trust account, together with the proceeds from the subscriptions, equaling no less than $170 million; the absence of a Material Adverse Effect since the date of the agreement that is continuing; FS Development has not redeemed its Class A of common stock in an amount that would cause it to have net tangible assets of less than $5,000,001 upon consummation of the merger; and FS Development's initial listing application with Nasdaq in connection with the merger has been conditionally approved and, immediately following the effective time of the merger, FS Development has satisfied any applicable initial and continuing listing requirements of Nasdaq, and FS Development has not received any notice of non-compliance therewith, and the shares of FS Development's Class A common stock has been approved for listing on Nasdaq. In addition, Gemini shall have obtained specified consents from third parties, not more than 3% of the issued and outstanding shares of Gemini common stock shall continue dissenting shares, the Proposed Charter shall have been filed with, and declared effective by, the Delaware Secretary of State and Gemini shall have delivered to FS Development copies of a lockup agreement duly executed. In connection with the execution of the agreement, certain stockholders of FS Development Corp. and Gemini have entered into support agreements to vote in favor of the agreement. As of December 7, 2020, the transaction was unanimously approved by the Board of FS Development Corp. The Board of FS Development recommends the shareholders to vote in favor of the transaction. FS Development's shareholders meeting is scheduled on February 3, 2021. FS Development Corp.'s stockholders approved the transaction at a special meeting on February 3, 2021. The business combination is expected to be completed by January 2021. The combined company is expected to receive gross proceeds of approximately $216 million at the closing of the transaction. Proceeds from the transaction are expected to provide Gemini with the capital needed to further develop its clinical programs and preclinical portfolio, including several programs. Jefferies LLC acted as lead financial and capital markets advisor while Joel L. Rubinstein and Bryan Luchs of White & Case LLP acted as legal counsels to FS Development Corp. Goldman Sachs & Co. LLC acted as lead financial advisor while Jocelyn Arel, Dan Espinoza, Mitchell Bloom and Laurie Burlingame of Goodwin Procter LLP acted as legal counsels to Gemini. Susan Kirtland, Seth Rubin, Melissa Chan, Nathan Thompson and Matt Geraty of Stifel Financial Corp. (NYSE:SF) acted as a financial advisors to Gemini Therapeutics, Inc. Mark Zimkind of Continental Stock Transfer & Trust Company acted as registrar and transfer agent for FS Development Corp. Morrow & Co., LLC acted as information agent and will receive a fee of $22,500 from FS Development Corp. Ernst & Young LLP provided auditor's report on financials of Gemini Therapeutics. WithumSmith+Brown, PC provided auditor's report on financials of FS Development.

Gemini Therapeutics, Inc. completed the acquisition of FS Development Corp. (NasdaqCM:FSDC) in a reverse merger transaction on February 5, 2021.