AUM Biosciences, a Global Biotechnology Company Developing Precision Oncology Therapeutics, Announces Plans to Become a Public Company via Merger with Mountain Crest Acquisition Corp. V
October 20, 2022
October 20, 2022
SINGAPORE and NEW YORK, Oct. 20, 2022 (GLOBE NEWSWIRE) — AUM Biosciences Pte. Ltd. (“AUM”), a clinical-stage biotechnology company, advancing a clinical stage pipeline designed to deploy multi-faceted inhibition strategies to reverse cancer resistance, and Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) (“Mountain Crest”), a publicly-traded special purpose acquisition company formed in Delaware, whose management team has an impressive pedigree of successful SPAC transactions, today announced that they have entered into a definitive business combination agreement (the “Agreement”). Upon closing of the transaction, the combined company will operate under a holding entity to be formed as a Cayman Islands exempted company (“Holdco”) and intends to trade on the Nasdaq Stock Market under the ticker symbol AUMB. The transaction reflects a pre-money equity value of $400 million for AUM and is expected to close in the first quarter of 2023. The transaction is expected to provide approximately $69 million of cash held in Mountain Crest’s trust account, assuming no redemptions.
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 $3 billion.
AUM completed a $27 million Series A funding round in 2021, and since then has demonstrated sustained growth, while partnering with major pharma companies and securing other non-dilutive funding sources such as grants in support of its development activity.
Upon closing of the transaction, Vishal Doshi, AUM’s CEO, will continue to lead Holdco as its CEO. Mr. Doshi, a pharmacist and medicinal chemist by background, is a seasoned leader with an extensive experience in commercial deal structuring valued at over $4 billion. He is also a Global Pharma Key Opinion Leader with the Korea Pharmaceutical Industry, a government-affiliated institution which provides professional and systematic support to develop domestic health industry and enhance health services.
Mr. Doshi commented, “Since our inception, we have worked to scientifically, commercially and financially de-risk our portfolio by leveraging our world class team, strong fundamentals, and un-paralleled executional track record. This merger allows AUM to further continue our focus on developing our scientifically differentiated portfolio. We are poised to achieve multiple development milestones over the next two years generating significant value for patients and investors.”
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 Mr. Doshi and his exceptional team to bring their vision to fruition.”
As part of the transaction, (i) all outstanding AUM shares will be cancelled in exchange for approximately 40 million Holdco ordinary shares valued at $10 per Holdco share, subject to closing adjustments, (ii) each outstanding Mountain Crest unit will be automatically detached, (iii) each unredeemed outstanding share of Mountain Crest common stock will be cancelled in exchange for the right to receive one (1) Holdco ordinary share, (iv) every ten (10) outstanding Mountain Crest rights will be cancelled and cease to exist in exchange for one (1) Holdco ordinary share. Mountain Crest has not issued any warrants. The transaction is expected to provide approximately $69 million of cash held in Mountain Crest’s trust account, assuming no redemptions.
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 Securities and Exchange Commission (the “SEC”) and will be available at www.sec.gov.
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.
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 SEC. Mountain Crest cautions that the foregoing list of factors is not exclusive. Mountain Crest and AUM caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Mountain Crest and AUM do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.
For AUM Biosciences Pte. Ltd.:
Mr. Vishal Doshi
10 Anson Road, 24-16 A/B, Singapore, 079903
For Mountain Crest Acquisition Corp. V:
Dr. Suying Liu
Chairman, CEO and CFO
311 W 43rd St, 12th Fl, New York, NY 10036, USA