Vincerx Pharma enters binding term sheet for merger with Oqory

Vincerx Pharma (VINC) announced that it has entered into a binding term sheet for a proposed merger with Oqory, a privately-held, clinical-stage company developing ADCs for the treatment of multiple oncology indications. Upon completion of the proposed merger, Oqory, Inc. will merge with Vincerx Pharma, Inc. Post-closing, Oqory equity holders are expected to own approximately 95% of the combined entity, while Vincerx equity holders will hold about 5%. The transaction includes a minimum fully diluted equity value of $13.66M for existing Vincerx stockholders at closing and, as a condition to the closing of the merger, completion of a concurrent offering of Vincerx equity securities of at least $20M. Additionally, Oqory-designated investors will provide interim financing to Vincerx of $1.5M in two tranches, approximately $1,000,000 of which was funded today through the issuance of common stock and pre-funded warrants along with accompanying common stock warrants and approximately $500,000 of which will be funded on or prior to January 31, 2025. The merger is subject to customary closing conditions, including due diligence, regulatory approvals, negotiation of a definitive merger agreement, stockholder approval from both parties, completion of the minimum $20M financing, and the continued listing of Vincerx’s common stock on Nasdaq. Vincerx is also implementing additional streamlining and cost-control measures, including a workforce reduction, as it pursues due diligence and transaction-related work. As part of this workforce reduction, Dr. Ahmed Hamdy, Chairman and CEO, has stepped down as CEO but will remain as Chairman. Dr. Raquel Izumi has stepped down as President and COO and taken over as Acting CEO in a consulting capacity. Alexander Seelenberger has stepped down as CFO, and Kevin Hass, the company’s Vice President and Controller, has taken over as Acting CFO. Seelenberger has agreed to provide ongoing assistance in a consulting capacity to assist the company as it pursues its strategic efforts.