Surrozen expects to receive approximately $212
million in gross proceeds from the business combination, including
$120 million from a committed PIPE financing and $92 million cash
in trust from Consonance-HFW. Lead investors in the PIPE were a
U.S.-based, healthcare-focused fund and Consonance Capital
Management, with participation from other leading life
sciences-dedicated funds and existing Surrozen investors including
The Column Group.
Net proceeds from the business combination will
be used to advance Surrozen’s pipeline of lead Wnt-modulating
antibody programs through Phase 1b and to continue pre-clinical
discovery and development efforts supporting additional
programs.
Consonance-HFW intends to nominate former
Pfizer Chief Medical Officer Mace Rothenberg, M.D., to serve on
Surrozen’s Board of Directors.
Combined company expected to be listed on
Nasdaq; business combination expected to close in Q3 2021.
Investor webcast about the proposed transaction
is available at NetRoadshow.com using Surrozen2021 as the deal
entry code.
Surrozen, Inc. (“Surrozen”), a company pioneering targeted
therapeutics that selectively activate the Wnt pathway for tissue
repair and regeneration, and Consonance-HFW Acquisition Corp. (NYSE
American LLC: CHFW.U) (“Consonance-HFW”), a special purpose
acquisition company (“SPAC”) sponsored by entities affiliated with
Consonance Capital Management, today announced they have entered
into a definitive business combination agreement. On the day of
closing of the business combination, Consonance-HFW will redomicile
as a Delaware corporation and will be renamed Surrozen, Inc., and
its common stock is expected to be listed on the Nasdaq under the
ticker symbol “SRZN.”
Surrozen is advancing novel antibody-based approaches to
selectively and potently activate the Wnt pathway for tissue repair
and regeneration across a broad range of serious diseases. Its lead
programs SZN-1326, a bi-specific antibody targeting Fzd5/8 and Lrp6
for the treatment of inflammatory bowel disease, and SZN-043, a
hepatocyte-targeted R-spondin mimetic for severe alcoholic
hepatitis, are expected to enter clinical development in 2022.
These programs were discovered utilizing Surrozen’s proprietary
technologies, SWAP (Surrozen Wnt signal Activating Protein) and
SWEETS (Surrozen Wnt signal Enhancers Engineered for Tissue
Specificity), which enable potent and selective modulation of Wnt
signaling through the generation of Wnt and R-spondin mimetics.
Surrozen is utilizing these technologies to advance discovery
programs in additional areas, including diseases of the eye, lung,
kidney, cochlea, skin, pancreas and central nervous system. The
company’s co-founders and scientific advisors include pioneers in
the field of Wnt biology, including Nobel Prize winner Harold
Varmus, M.D., and Roel Nusse, Ph.D., who together first discovered
the Wnt gene in 1982.
“Surrozen is dedicated to transforming treatment of serious
disease by fully exploiting the Wnt pathway. This financing
supports that mission with experienced life sciences investors and
capital,” said Craig Parker, Surrozen’s President and CEO. “We
believe that modulation of the Wnt pathway, the body’s own
mechanism for tissue repair, has the potential to provide clinical
benefit in a broad range of acute and chronic diseases. In 2022, we
expect to initiate Phase 1 clinical trials for our lead programs in
inflammatory bowel disease and severe alcoholic hepatitis and to
advance our ophthalmology programs towards IND. Today’s
announcement ensures that we have the capital to advance our
clinical programs to key clinical proof-of-concept milestones.”
In addition to the approximately $92 million held in
Consonance-HFW’s trust account (assuming no redemptions are
effected), a group of leading life sciences investors have
committed $120 million to a private placement transaction to be
consummated in connection with the closing of the business
combination (the “PIPE”), in which PIPE investors will receive
units consisting of one share of Consonance-HFW and 1/3rd of one
redeemable warrant to purchase one share of Consonance-HFW. The
price per unit is $10.00, and each whole warrant will become
exercisable for one share of Consonance-HFW at an exercise price of
$11.50 per share beginning on the one-year anniversary of
Consonance-HFW’s IPO. Lead investors in the PIPE were a U.S.-based,
healthcare-focused fund and Consonance Capital Management, with
participation from other leading life sciences-dedicated funds and
existing Surrozen investors including The Column Group.
The combined company (“New Surrozen”) is expected to receive
gross proceeds of $212 million from the transaction (assuming no
redemptions are effected) and will be led by the current Surrozen
management team, including Chief Executive Officer Craig Parker.
The boards of directors of both Surrozen and Consonance-HFW have
approved the transaction, which is expected to close in Q3 2021,
subject to the approval of Surrozen and Consonance-HFW shareholders
and the satisfaction or waiver of customary closing conditions.
“We are excited to partner with Surrozen in support of their
mission to harness the therapeutic potential of the Wnt pathway,
the body’s own biological tissue repair mechanism,” said Gad
Soffer, Chief Executive Officer of Consonance-HFW. “In our view,
Surrozen possesses an unparalleled understanding of Wnt biology as
well as the tools to unlock the promise of this pathway. We believe
Surrozen’s initial product candidates could provide breakthrough
potential in areas of high unmet need and its platform offers the
potential to discover and develop unique therapeutics for a wide
range of diseases.”
New Surrozen will use the proceeds from the business combination
and concurrent PIPE financing, together with Surrozen’s existing
cash resources, to advance into clinical development multiple
wholly-owned programs that have been internally discovered and
developed using Surrozen’s pioneering approach to modulating the
Wnt pathway. These programs include SZN-1326 and SZN-043, which are
expected to enter clinical development in 2022. In addition, New
Surrozen will advance multiple preclinical programs towards
candidate selection and IND-enabling activities, including in
multiple ophthalmology indications, and expects to nominate
additional lead candidates and file additional INDs in 2023 and
beyond.
As part of the business combination, Consonance-HFW has the
right to nominate one director to serve on the New Surrozen board
of directors, and intends to nominate Mace Rothenberg, M.D. Dr.
Rothenberg has more than three decades of experience in clinical
development and the biopharmaceutical industry and most recently
served as Pfizer’s Chief Medical Officer.
Summary of Transaction
Surrozen stockholders and holders of Surrozen equity awards are
converting 100% of their existing equity interests into shares or
equivalent awards of New Surrozen at an implied Surrozen equity
value of $200 million. Assuming a share price of $10.00 per share,
New Surrozen is expected to have an initial equity value of
approximately $432 million. Upon closing, it is expected that New
Surrozen’s common stock will be publicly traded on the Nasdaq
Capital Market under the ticker symbol “SRZN.”
Additional information about the transaction will be provided in
a Current Report on Form 8-K filed by Consonance-HFW with the U.S.
Securities and Exchange Commission (the “Commission”) on or about
the date hereof, which report will include an investor presentation
and will be available at www.sec.gov. In addition, Consonance-HFW
intends to file with the Commission a registration statement on
Form S-4, which will include a proxy statement/prospectus, as well
as any additional materials and documents as may be needed
regarding the proposed transaction.
Transaction Advisors
J.P. Morgan Securities LLC is acting as financial advisor to
Consonance-HFW in connection with the business combination, and
J.P. Morgan Securities LLC and BofA Securities are acting as
placement agents on behalf of Consonance-HFW. Guggenheim
Securities, LLC is acting as financial advisor and capital markets
advisor to Surrozen, and Stifel, Nicolaus & Company,
Incorporated is acting as capital markets advisor to Surrozen in
the transaction. Goodwin Procter LLP is acting as legal counsel to
Consonance-HFW, Cooley LLP is acting as legal counsel to Surrozen
and Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal
counsel to the placement agents.
Investor Webcast Information Web Address:
www.netroadshow.com Deal Entry Code: Surrozen2021 (not case
sensitive) Direct Link:
https://www.netroadshow.com/custom/surrozen2021/
About Consonance-HFW Acquisition Corp.
Consonance-HFW Acquisition Corp. is a recently incorporated
blank check company incorporated as a Cayman Islands exempted
company and incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or
entities. It is led by Chairman Mitchell Blutt, M.D., Chief
Executive Officer Gad Soffer, Chief Financial Officer Kevin
Livingston and VP Business Development Joshua House.
About Consonance Capital Management
Consonance Capital Management was founded in 2007 with
approximately $50 million of assets under management by Mitchell
Blutt, Benny Soffer and Kevin Livingston. As of March 31, 2021, the
fund has grown to approximately $1 billion in assets under
management and focuses on equity investments in life sciences
companies, with an emphasis on small and mid-cap life sciences
companies.
About Surrozen
Surrozen is a biotechnology company discovering and developing
drug candidates to selectively modulate the Wnt pathway. Surrozen
is developing tissue-specific antibodies designed to engage the
body’s existing biological repair mechanisms with potential
application across multiple disease areas, including diseases of
the intestine, liver, retina, cornea, lung, kidney, cochlea, skin,
pancreas and central nervous system. For more information, please
visit www.surrozen.com.
Important Information and Where to Find It
A full description of the terms of the transaction will be
provided in a registration statement on Form S-4 to be filed with
the Commission by Consonance-HFW, which will include a prospectus
with respect to the securities of New Surrozen to be issued in
connection with the business combination, as well as a proxy
statement with respect to the shareholder meeting of Consonance-HFW
to vote on the business combination and related matters.
Consonance-HFW urges its investors, shareholders and other
interested persons to read, when available, the preliminary proxy
statement/prospectus as well as other documents Consonance-HFW
files or furnishes with the Commission because such documents will
contain important information about Consonance-HFW, Surrozen and
the transaction. After the registration statement is declared
effective by the Commission, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed or otherwise disseminated to shareholders of
Consonance-HFW as of a record date to be established for voting on
the proposed business combination and related matters. Once
available, shareholders will also be able to obtain a copy of the
registration statement on Form S-4, including the proxy
statement/prospectus, and other documents filed or furnished by
Consonance-HFW with the Commission without charge, by directing a
request to: Consonance-HFW Acquisition Corp., 1 Palmer Square,
Suite 305, Princeton, New Jersey, 08540, Attention: Investor
Relations. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the
Commission’s website (www.sec.gov) or at www.consonancehfw.com.
Participants in the Solicitation
Consonance-HFW and Surrozen and their respective directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the potential transaction
described in this press release under the rules of the Commission.
Information about the directors and executive officers of
Consonance-HFW is set forth in Consonance-HFW’s Annual Report on
Form 10-K for the year-ended December 31, 2020, filed with the
Commission on March 31, 2021 (the “Annual Report”), which is
available free of charge at the Commission’s web site at
www.sec.gov or at www.consonancehfw.com or by directing a request
to: Consonance-HFW Acquisition Corp., 1 Palmer Square, Suite 305,
Princeton, New Jersey, 08540, Attention: Investor Relations.
Information regarding the persons who may, under Commission rules,
be deemed participants in the solicitation of the Consonance-HFW
shareholders in connection with the potential transaction will be
set forth in the registration statement containing the preliminary
proxy statement/prospectus when it is filed with the Commission.
These documents can be obtained free of charge from the sources
indicated above.
Non-Solicitation
This press release is not a proxy statement or a solicitation of
a proxy, consent or authorization with respect to any securities or
in respect of the potential transaction, and shall not constitute
an offer to sell or a solicitation of an offer to buy the
securities of Consonance-HFW, New Surrozen or Surrozen, nor shall
there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. Although we believe that we have a reasonable basis for
each forward-looking statement contained in this press release, we
caution you that these statements are based on a combination of
facts and factors currently known by us and our projections of the
future, about which we cannot be certain. Forward-looking
statements in this press release include, but are not limited to,
statements regarding the proposed business combination, including
the timing and structure of the transaction, the proceeds of the
transaction, the board of directors of New Surrozen, the initial
market capitalization of New Surrozen and the benefits of the
transaction, as well as statements about the expectations for and
beliefs about Surrozen’s clinical development programs and
pipeline. We cannot assure you that the forward-looking statements
in this press release will prove to be accurate. These forward
looking statements are subject to a number of risks and
uncertainties, including, among others, the parties’ ability to
complete the business combination in a timely manner or at all,
including to obtain the requisite approvals from the Consonance-HFW
or Surrozen shareholders, or the parties’ ability or willingness to
satisfy or waive other closing conditions contained in the business
combination agreement; the occurrence of any event that could give
rise to the termination of the business combination agreement,
including if the PIPE is delayed or unable to be consummated; the
ability to recognize the anticipated benefits of the business
combination and other risks and uncertainties, including those to
be included under the header “Risk Factors” in the registration
statement on Form S-4 to be filed with the Commission by
Consonance-HFW, and those risks and uncertainties included under
the header “Risk Factors” in the final prospectus of Consonance-HFW
related to its initial public offering and in its Annual Report.
The forward-looking statements in this press release represent our
views as of the date of this press release. IF UNDERLYING
ASSUMPTIONS PROVE INACCURATE OR UNKNOWN RISKS OR UNCERTAINTIES
MATERIALIZE, ACTUAL RESULTS AND THE TIMING OF EVENTS MAY DIFFER
MATERIALLY FROM THE RESULTS AND/OR TIMING DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE RELIANCE
ON THESE STATEMENTS. CONSONANCE-HFW AND SURROZEN DISCLAIM ANY
INTENT OR OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS AS A
RESULT OF DEVELOPMENTS OCCURRING AFTER THE DATE OF THIS REPORT OR
OTHERWISE. Furthermore, if any forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210415005376/en/
Consonance-HFW Acquisition Corp. 1 Palmer Square, Suite
305 Princeton, NJ 08540 Tel.: (609) 921-2333 Email:
CHFW-info@consonancelifesciences.com
Surrozen 171 Oyster Point Blvd., Suite 400 South San
Francisco, CA 94080 Tel.: (650) 475-2820 Email:
info@surrozen.com
Media Ian Stone, Managing Director CanaleComm Tel.: (619)
518-3518 Email: ian.stone@canalecomm.com
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