Phoenix Biotech Acquisition Corp. entered into a business combination agreement to acquire Intrinsic Medicine, Inc. for approximately $140 million.
October 30, 2022
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Phoenix Biotech Acquisition Corp. (NasdaqGM:PBAX) entered into a business combination agreement to acquire Intrinsic Medicine, Inc. from Phoenix Biotech Sponsor, LLC, Beryl Capital Management LLC, Highbridge Capital Management, LLC, Saba Capital Management, L.P. and others for approximately $140 million on October 30, 2022. Under the terms of the transaction, Phoenix will issue to the equity owners of Intrinsic as consideration in the merger an aggregate of 13.6 million shares of Class A common stock. In connection with the business combination, the parties intend to seek to secure additional financing via a private placement which would result in additional cash proceeds to the combined company in addition to the cash held in the trust account of PBAX. Upon closing of the transaction, the combined company will be named Intrinsic Medicine, Inc. and will be led by Intrinsic's founding executives, Alexander Martinez, its Chief Executive Officer, and Jason Ferrone, its President and Chief Operating Officer, each of whom will continue in their roles and serve on the combined company's board. The combined company's common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol INRX.
The transaction is subject to approval of PBAX and Intrinsic shareholders; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; company having net tangible assets of at least $5,000,001 upon consummation of the merger; company's initial listing application with Nasdaq in connection with the merger has been approved and the shares of the Class A Common Stock have been approved for listing on Nasdaq; Registration Statement has become effective; each ancillary document shall have been executed; and other customary closing conditions. The Boards of Director of both Intrinsic and PBAX have unanimously approved the proposed transaction. The transaction is expected to close in first half of 2023.
Stephen M. Davis and Jeffrey A. Letalien of Goodwin Procter LLP acted as legal advisors and Cohen & Company Capital Markets, LLC acted as financial advisor to PBAX. Daniel L. Forman, Renata Ferrari, David McIntosh, Michael Lampert, Elaine Murphy, Danna Kivell, Michael Mendelevich, Ryan Murphey, Kevin Angle and Carl P. Marcellino of Ropes & Gray LLP acted as legal advisors to Intrinsic. Mark Zimkind of Continental Stock Transfer & Trust Company acted as exchange agent for PBAX. Spartan Capital Securities LLC is acting as lead placement agent to PBAX. Revere Securities LLC is acting as capital markets advisor to Intrinsic. Okapi Partners LLC acted as information agent to Phoenix Biotech.
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