- The transaction reflects a pre-money equity value of
$400 million for AUM Biosciences - Transaction is expected to provide
$69 million of gross proceeds (assuming no redemptions by Mountain Crest stockholders) - Broad pipeline of drug candidates across multiple oncology programs; two lead clinical-stage candidates addressing a combined market opportunity of $10+ billion in metastatic colorectal cancer, and TRK Fusion and mutation cancers
- Mr.
Vishal Doshi will continue to lead as the CEO of the publicly traded holding entity; a Mountain Crest representative will join the Board of Directors - Company to expand US operations and clinical programs
AUM is advancing a broad portfolio of precision oncology therapeutics. AUM001 is a selective and synergistic MNK inhibitor as shown in current studies and expected to begin Phase 2 enrollment in the fourth quarter 2022. AUM601 is a promising therapy for TRK fusions and mutations within the kinase domain and is on track to enter Phase 2. AUM302 is a potentially first-in-class macrocyclic oral kinase inhibitor rationally designed small molecule to uniquely combine pan-PIM kinase, pan-PI3K and mTOR inhibition in a single agent. Comprised of pharma industry veterans with decades of research and development experience, the AUM leadership has an extensive track record of selecting distinctive early-stage assets, successfully exiting virtual biotech models, and has contributed to over 50 INDs and over 150 oncology clinical trials, and development of several currently marketed oncology treatments with annual peak sales up to
AUM completed a
Upon closing of the transaction,
Dr. Suying Liu, Chairman, CEO and CFO of Mountain Crest, commented, “AUM is a unique and compelling investment opportunity, with its clinical-stage diversified pipeline of precision therapeutic candidates and global strategic partnerships with industry heavyweights, pointing to significant future growth potential and allowing the company to have a greater US footprint. I am thrilled to be partnering with
AUM Investment Highlights
- AUM’s lead candidate AUM001 has shown highly selective inhibition of MNK 1/2 in current studies, which in turn, is expected to lead to inhibition of eIF4E phosphorylation. AUM expects to begin enrollment in the fourth quarter 2022 in a global Phase 2 trial of AUM001 as a monotherapy and in combination with anti-PD-1 therapy KEYTRUDA in metastatic colorectal cancer with a focus on the microsatellite stable subset, thereby seeking to render immunologically “cold” tumors “hot,” in collaboration with MSD, a tradename of Merck & Co., Inc. AUM has received authorization for the Investigational New Drug (IND) application from the
U.S. Food and Drug Administration for this study (NCT05462236). - AUM has also secured a partnership with Roche to develop AUM001 in combination with atezolizumab (Tecentriq®), Roche’s anti-PD-L1 therapy, across multiple solid tumor indications.
- AUM is planning Phase 2 trials with AUM601, a potentially highly selective, oral small molecule designed to inhibit not only pan-TRK (TRKA, TRKB, and TRKC), but also resistance mutations of TRKs, by blocking the mutations that occur within the binding site. AUM601 was granted Orphan Drug Designation by the
US FDA inSeptember 2022 . - AUM is advancing IND enabling studies for AUM302, a potentially first-in-class macrocyclic oral kinase inhibitor rationally designed small molecule to uniquely combine pan-PIM kinase, pan-PI3K and mTOR inhibition in a single agent and AUM003, a potential blood brain barrier penetrating selective MNK inhibitor.
- AUM has sub-licensed the
Greater China rights (AUM001, AUM302 and AUM003) to Newsoara making it eligible to receive up to$135 million in development, regulatory, and commercial milestones, plus up to double digit royalties.
Transaction Overview
As part of the transaction, (i) all outstanding AUM shares will be cancelled in exchange for approximately 40 million
The Boards of Directors of each of Mountain Crest and AUM have approved the transaction. The transaction will require the approval of the stockholders of both Mountain Crest and AUM, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2023.
Additional information about the proposed transaction, including a copy of the Agreement, will be provided in a Current Report on Form 8-K to be filed by Mountain Crest with the
Advisors
About AUM Biosciences
AUM is a global clinical-stage oncology company focused on advancing a clinical stage pipeline of precision oncology therapeutics designed to deploy multi-faceted inhibition strategies to reverse cancer resistance. AUM is advancing a broad portfolio of precision oncology therapeutics. AUM001 is a selective and synergistic MNK inhibitor as shown in current studies and expected to begin Phase 2 enrollment in the fourth quarter 2022. AUM601 is a promising therapy for TRK fusions and mutations within the kinase domain and is on track to enter Phase 2 planning. AUM302 is a potentially first-in-class macrocyclic oral kinase inhibitor rationally designed small molecule to uniquely combine pan-PIM kinase, pan-PI3K and mTOR inhibition in a single agent. Comprised of pharma industry veterans with decades of research and development experience, the AUM leadership has an extensive track record of selecting distinctive early-stage assets, successfully exiting virtual biotech models, and has contributed to over 50 INDs and over 150 oncology clinical trials, and development of several currently marketed oncology treatments with annual peak sales up to
About Mountain Crest
Non-Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed business combination, AUM, Mountain Crest and/or a successor entity of the transaction intends to file relevant materials with the
Participants in the Solicitation
Mountain Crest and its directors and executive officers may be deemed participants in the solicitation of proxies from Mountain Crest’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in Mountain Crest will be included in the Registration Statement for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement for the proposed business combination when available. Information about Mountain Crest’s directors and executive officers and their ownership of Mountain Crest common stock is set forth in Mountain Crest’s Annual Report on Form 10-K for the fiscal year ended
AUM and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Mountain Crest in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the Registration Statement for the proposed business combination.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Mountain Crest’s and AUM’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Mountain Crest’s and AUM’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Mountain Crest’s and AUM’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement; (2) the outcome of any legal proceedings that may be instituted against Mountain Crest and AUM following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Mountain Crest and AUM, certain regulatory approvals, or satisfy other conditions to closing in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of the COVID-19 pandemic on AUM’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain the listing of Holdco’s ordinary shares on Nasdaq following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of AUM to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that Mountain Crest or AUM may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to AUM; (13) risks related to the organic and inorganic growth of AUM’s business and the timing of expected business milestones; (14) the amount of redemption requests made by Mountain Crest’s stockholders; and (15) other risks and uncertainties indicated from time to time in the final prospectus of Mountain Crest for its initial public offering and the Registration Statement relating to the proposed business combination, including those under “Risk Factors” therein, and in Mountain Crest’s other filings with the
Contacts:
For
Mr.
CEO
For
Dr.
Chairman, CEO and CFO
Investors:
ICR Westwicke
T: (646) 277-1282
stephanie.carrington@westwicke.com
Media:
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glenn.silver@finnpartners.com
SPAG/FINN
+65-91861225
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