Revised Potential Distribution Range of $0.03 to $0.07 per sharebased on current estimates and assumptions Failure to approve Dissolution Proposal on a timely basis will result in continued operating costs and further reduce or eliminate any potential distributions to stockholders SAN MATEO, Calif., July 16, 2025 (GLOBE NEWSWIRE) -- Vincerx Pharma, Inc. (OTC Pink: VINC) today announced that the re-convened Special Meeting of Stockholders to consider a proposal to approve the liquidation and dissolution of ...

Core Viewpoint - Vincerx Pharma, Inc. is urging stockholders to vote for the Dissolution Proposal, which could lead to potential distributions of $0.04 to $0.08 per share if approved, while delays could reduce or eliminate these distributions [1][2][3]. Group 1: Dissolution Proposal - The Special Meeting to consider the Dissolution Proposal has been adjourned to July 16, 2025, and will be held via live audio webcast [1]. - Vincerx estimates that, upon approval of the Dissolution Proposal, stockholders could receive between $0.04 to $0.08 per share of outstanding common stock [2][7]. - The board of directors unanimously recommends that stockholders vote for the Dissolution Proposal, emphasizing that every vote is crucial and delays could increase costs, reducing potential distributions [3][5]. Group 2: Financial Implications - Continued delays in approving the Dissolution Proposal will lead to ongoing operating costs, which may diminish or eliminate funds available for distribution to stockholders [2][7]. - Timely approval of the Dissolution Proposal may allow U.S. stockholders to recognize capital losses for tax purposes if they receive less than their tax basis in their shares [7]. Group 3: Voting Process - Stockholders are encouraged to vote immediately, with instructions provided for voting by phone or internet [4][7].

Core Viewpoint - Vincerx Pharma, Inc. is urging stockholders to vote for the Dissolution Proposal to maximize potential distributions and minimize ongoing costs [2][5]. Group 1: Dissolution Proposal - The Special Meeting of Stockholders to consider the Dissolution Proposal has been adjourned to July 16, 2025, to allow more time for soliciting votes [1]. - The board of directors unanimously recommends that stockholders vote for the Dissolution Proposal, emphasizing its importance for potential value distribution [2]. - Delaying the approval of the Dissolution Proposal could lead to increased operating costs, reducing the likelihood of any distributions to stockholders [2][5]. Group 2: Voting Process - Stockholders are encouraged to vote immediately, as every vote is crucial for the proposal to pass [2][3]. - Voting can be done easily via phone or internet, with specific instructions provided for participation [6]. Group 3: Financial Implications - Approval of the Dissolution Proposal may allow stockholders to recognize capital losses for tax purposes if they receive less than their tax basis in shares [5]. - The company is hopeful that cash will be available for distribution to stockholders, but further delays could jeopardize this possibility [5].

[Part I: Financial Information](index=7&type=section&id=Part%20I%3A%20Financial%20Information) [Condensed Consolidated Financial Statements](index=7&type=section&id=ITEM%201.%20Condensed%20Consolidated%20Financial%20Statements) Q1 2025 net loss significantly reduced to $5.0 million due to lower operating expenses, but a planned dissolution raises substantial going concern doubts - On April 17, 2025, the Board of Directors approved a Plan of Liquidation and Dissolution, driven by **limited cash resources** and inability to raise further capital[38](index=38&type=chunk)[69](index=69&type=chunk)[73](index=73&type=chunk) - Management concluded **substantial doubt** about the Company's ability to continue as a going concern, with existing cash funding operations only into **Q3 2025**[37](index=37&type=chunk)[40](index=40&type=chunk)[89](index=89&type=chunk) Condensed Consolidated Statements of Operations (in thousands) | | For the three months ended March 31, | Change | | :--- | :--- | :--- | :--- | | | **2025** | **2024** | | | **Operating Expenses** | | | | | General and administrative | $2,316 | $2,922 | ($606) | | Research and development | $1,018 | $4,556 | ($3,538) | | **Total operating expenses** | **$3,334** | **$7,478** | **($4,144)** | | **Loss from operations** | **($3,334)** | **($7,478)** | **$4,144** | | Write down of grant receivable | ($1,738) | $0 | ($1,738) | | **Net loss** | **($5,000)** | **($12,429)** | **$7,429** | | **Net loss per common share** | **($1.40)** | **($11.46)** | **$10.06** | Condensed Consolidated Balance Sheets (in thousands) | | March 31, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $4,437 | $4,987 | | Total current assets | $4,686 | $6,410 | | **Total assets** | **$4,686** | **$8,005** | | **Current Liabilities** | | | | Accounts payable | $2,269 | $2,029 | | Accrued expenses | $351 | $3,244 | | Total current liabilities | $2,620 | $5,281 | | **Total liabilities** | **$2,620** | **$5,281** | | **Total stockholders' equity** | **$2,066** | **$2,724** | - In Q1 2025, the company raised approximately **$3.9 million** in net proceeds via an ATM offering by selling **2,624,276 shares** of common stock[59](index=59&type=chunk)[93](index=93&type=chunk) - The company wrote down its entire German grant receivable balance of **$1.7 million** during Q1 2025, as it was deemed unrecoverable[45](index=45&type=chunk)[86](index=86&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reiterates the dissolution plan, with Q1 2025 operating expenses significantly reduced, yet cash is projected to last only into Q3 2025, reinforcing going concern doubts - The decrease in R&D expenses by **$3.5 million** in Q1 2025 compared to Q1 2024 was primarily due to a **$1.5 million** reduction in personnel-related expenses, a **$1.1 million** decrease in clinical expenses, and a **$0.7 million** drop in research services[81](index=81&type=chunk) - General and administrative expenses decreased by **$0.6 million**, mainly due to a **$0.7 million** reduction in personnel costs following a significant headcount reduction in December 2024[82](index=82&type=chunk) Cash Flow Summary (in thousands) | | For the three months ended March 31, | | :--- | :--- | :--- | | | **2025** | **2024** | | Net cash used in operating activities | ($4,454) | ($7,739) | | Net cash provided by financing activities | $3,856 | $5 | - Due to the planned dissolution, the company expects its license agreement with Bayer, which was central to its product pipeline, will be terminated[49](index=49&type=chunk)[74](index=74&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces no material market risks from interest rate or foreign currency fluctuations, with cash in depository accounts and USD-denominated operations - The company does not anticipate being exposed to material risks from changes in interest rates, as its cash is held in depository accounts and short-term cash equivalents[99](index=99&type=chunk) - Foreign currency risk is not expected to be significant as operations are principally denominated in U.S. dollars[100](index=100&type=chunk) [Controls and Procedures](index=22&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting - The Acting Chief Executive Officer and Acting Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of the end of the reporting period[102](index=102&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[103](index=103&type=chunk) [Part II: Other Information](index=23&type=section&id=Part%20II%3A%20Other%20Information) [Legal Proceedings](index=23&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not involved in any material legal proceedings and is unaware of any pending or threatened actions that would materially affect its business - The company is not currently involved in any material legal proceedings[105](index=105&type=chunk) [Risk Factors](index=23&type=section&id=ITEM%201A.%20Risk%20Factors) The planned dissolution poses significant risks, including unlikely stockholder distributions, potential bankruptcy if not approved, untradeable stock, and clawback risk if reserves are inadequate - It is unlikely there will be any amounts available for distribution to stockholders following the dissolution; if any distributions occur, they are expected to be **minimal**[106](index=106&type=chunk) - If stockholders do not approve the dissolution, the company may have to seek other alternatives, such as **bankruptcy protection**, which could further delay and reduce any potential distributions[107](index=107&type=chunk) - Upon filing the Certificate of Dissolution, the company's stock transfer books will be closed, and the stock will no longer be publicly tradable[115](index=115&type=chunk) - If the contingency reserve established for claims is inadequate, stockholders could be required to return part or all of any distributions they received[116](index=116&type=chunk)

Core Points - Vincerx Pharma, Inc. intends to file a Form 25 Notification of Delisting with the SEC, which will remove its common stock from Nasdaq [1][3] - Nasdaq issued a Delisting Notice to Vincerx due to non-compliance with the minimum bid price requirement of $1.00 per share for 30 consecutive business days [2] - The company's board has decided to dissolve and liquidate its business, distributing remaining assets to stockholders after settling debts [3] Summary by Sections Delisting and Trading Suspension - Vincerx's common stock will be permanently suspended from trading by Nasdaq at the opening of business on April 23, 2025, following a temporary suspension on April 16, 2025 [1][4] - The company is not eligible for a compliance period and will not appeal Nasdaq's determination [2][3] Company Actions - Vincerx plans to file a Form 25 to delist and deregister its common stock, followed by a Form 15 with the SEC once the delisting becomes effective [3][4] - The company does not intend to seek listing on another national securities exchange [3] Company Background - Vincerx Pharma, Inc. is a clinical-stage biopharmaceutical company based in San Mateo, California, with a research facility in Monheim, Germany [5]

Core Viewpoint - Vincerx Pharma, Inc. is set to delist its common stock from Nasdaq due to non-compliance with listing rules, with trading suspended and plans for liquidation announced [2][3][4]. Group 1: Delisting and Trading Suspension - Vincerx received a delisting notice from Nasdaq on April 14, 2025, due to its common stock closing bid price being below the minimum requirement of $1.00 per share for 30 consecutive business days [2]. - Trading of Vincerx's common stock will be suspended at the opening of business on April 23, 2025, and the company intends to file a Form 25 Notification of Delisting with the SEC around April 28, 2025 [1][2]. - An inadvertent suspension of trading occurred on April 16, 2025, but trading will resume on April 21, 2025, until April 22, 2025 [4]. Group 2: Company Actions and Future Plans - The board of directors has decided to dissolve, liquidate, and wind up the company's affairs, distributing any remaining assets to stockholders after settling debts [3]. - Vincerx does not plan to appeal Nasdaq's determination and will not seek to list its common stock on another exchange [3]. - Following the effectiveness of Form 25, Vincerx will file a Form 15 to deregister with the SEC [4]. Group 3: Company Background - Vincerx Pharma, Inc. is a clinical-stage biopharmaceutical company based in San Mateo, California, with a research facility in Monheim, Germany [5].

Core Viewpoint - Vincerx Pharma, Inc. has terminated its non-binding Letter of Intent with Global Digital Holdings Inc. for a potential merger and is now focusing on winding down operations and exploring asset monetization opportunities [1]. Company Actions - The company's board of directors has authorized management to initiate wind-down activities and continue exploring monetization of assets and out-licensing opportunities [1]. - The Acting CEO expressed gratitude to all stakeholders for their support, highlighting that despite adverse market conditions, patients benefited from therapies during Phase 1 trials [2]. Market Context - The company faced unprecedented adverse market dynamics that hindered the continuation of its development programs [2].

Part I [Business Overview](index=9&type=section&id=ITEM%201.%20Business.) Vincerx is a clinical-stage biopharmaceutical company developing cancer therapies, with its entire pipeline licensed from Bayer, and is currently exploring strategic alternatives including a proposed business combination with QumulusAI - The company's entire product pipeline is derived from an **exclusive, worldwide license agreement with Bayer**, covering the VersAptx platform and all current drug candidates[144](index=144&type=chunk)[329](index=329&type=chunk)[411](index=411&type=chunk) - On March 14, 2025, Vincerx entered a non-binding Letter of Intent for a proposed reverse merger with QumulusAI, a high-performance compute cloud service provider, where post-merger, Vincerx equity holders would own **5%** and QumulusAI equity holders would own **95%** of the combined company[28](index=28&type=chunk)[29](index=29&type=chunk)[521](index=521&type=chunk) - In the fourth quarter of 2024, the company executed **significant workforce reductions** to streamline operations and control costs while pursuing strategic alternatives[34](index=34&type=chunk)[150](index=150&type=chunk)[198](index=198&type=chunk) [Product Pipeline and Technology](index=11&type=section&id=Our%20Product%20Candidates) Vincerx's pipeline, built on the VersAptx bioconjugation platform, includes clinical-stage assets like VIP943 for hematologic cancers and VIP236 for solid tumors, alongside preclinical ADC VIP924 and CDK9 inhibitor enitociclib - The **VersAptx platform** is a modular bioconjugation technology enabling the development of ADCs and SMDCs by combining specific targeting molecules, linkers, and payloads like the proprietary **CellTrapper™ technology**[36](index=36&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - **VIP943** (anti-CD123 ADC) demonstrated promising safety and efficacy in its **Phase 1 trial** for AML, MDS, and B-ALL, with responses including **complete remission** observed at doses **≥1.0 mg/kg** and manageable adverse events[46](index=46&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - **VIP236** (SMDC) completed its **Phase 1 study**, showing a **45% disease control rate** and a favorable safety profile in patients with advanced solid tumors, with no common dose-limiting toxicities like severe diarrhea or interstitial lung disease[65](index=65&type=chunk)[66](index=66&type=chunk) - **Enitociclib**, a selective CDK9 inhibitor, is being evaluated in an NIH-sponsored **Phase 1 study** in combination with venetoclax and prednisone (VVIP), showing early partial responses in **2 of 3 PTCL patients**[70](index=70&type=chunk)[74](index=74&type=chunk)[76](index=76&type=chunk) [Intellectual Property and Bayer License Agreement](index=27&type=section&id=Intellectual%20Property) The company's intellectual property is primarily based on an exclusive, worldwide license from Bayer, mandating significant future milestone payments and tiered royalties for its product candidates and the VersAptx platform - Vincerx has an **exclusive, worldwide license from Bayer** for the intellectual property covering its entire product pipeline, including the VersAptx Platform, VIP943, VIP924, VIP236, and enitociclib[140](index=140&type=chunk)[144](index=144&type=chunk) - The Bayer agreement requires significant future payments, including development and commercial sales milestones from **$110.0 million** to **$318.0 million** per product, with aggregate milestone payments potentially exceeding **$1.0 billion** if at least five products are successfully commercialized[146](index=146&type=chunk)[334](index=334&type=chunk) - The company is obligated to pay Bayer **tiered royalties** on worldwide net sales, ranging from **single-digit to low double-digit percentages**[147](index=147&type=chunk) [Government Regulation](index=19&type=section&id=Government%20Regulation) Vincerx's operations are subject to extensive FDA and other regulations, covering all stages from R&D to post-approval marketing, with potential for expedited programs and ongoing compliance requirements, alongside healthcare laws impacting pricing and reimbursement - Drug development in the U.S. requires a **multi-phase process**: preclinical studies, an Investigational New Drug (**IND**) application, and three sequential phases of human clinical trials to establish safety and efficacy before submitting a New Drug Application (**NDA**) or Biologics License Application (**BLA**)[88](index=88&type=chunk)[92](index=92&type=chunk)[94](index=94&type=chunk) - The FDA offers **expedited programs** such as Priority Review, Fast Track, Breakthrough Therapy, and Accelerated Approval for drugs treating serious conditions, which can speed up the development and review process but do not change the standards for approval[106](index=106&type=chunk)[107](index=107&type=chunk) - Post-approval, the company is subject to **continuous FDA regulation**, including **cGMP compliance** for manufacturing, adverse event reporting, and potential post-marketing studies (Phase 4), with failure to comply resulting in penalties, recalls, or withdrawal of approval[109](index=109&type=chunk)[110](index=110&type=chunk)[217](index=217&type=chunk) - Sales and marketability are dependent on **coverage and reimbursement** from third-party payors, with recent legislation like the **U.S. Inflation Reduction Act (IRA)** expected to increase pressure on healthcare pricing and regulate drug costs for Medicare patients[120](index=120&type=chunk)[123](index=123&type=chunk)[126](index=126&type=chunk) [Risk Factors](index=31&type=section&id=ITEM%201A.%20Risk%20Factors.) The company faces substantial risks including uncertainty of the QumulusAI merger, financial instability with recurring losses and going concern doubt, dependence on the Bayer License, and potential Nasdaq delisting - There is **no assurance** that the **Proposed Business Combination** with QumulusAI will be consummated, and failure to do so could negatively impact the company's business and stock price[156](index=156&type=chunk)[157](index=157&type=chunk) - The company is **entirely dependent** on the **Bayer License Agreement** for its product pipeline, and failure to meet significant payment or other obligations could lead to termination of the agreement, which would **severely harm the business**[164](index=164&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk) - Vincerx has incurred **net losses** since inception, requires **substantial additional capital**, and has concluded there is **substantial doubt about its ability to continue as a going concern** for one year[199](index=199&type=chunk)[200](index=200&type=chunk)[205](index=205&type=chunk) - The company is at **risk of being delisted** from The **Nasdaq Capital Market** for failing to maintain the minimum bid price requirement, which could negatively impact stock liquidity and the ability to raise capital[290](index=290&type=chunk)[291](index=291&type=chunk)[292](index=292&type=chunk) [Cybersecurity](index=63&type=section&id=ITEM%201C.%20Cybersecurity.) Vincerx has implemented a cybersecurity policy aligned with the NIST framework, overseen by the Audit Committee, and has not experienced any material cybersecurity incidents to date - The company has a **cybersecurity policy** aligned with the **NIST Cybersecurity Framework** to assess, identify, and manage material risks from cybersecurity threats[313](index=313&type=chunk)[315](index=315&type=chunk) - Oversight is provided by the **Audit Committee** of the Board of Directors, with the **Director of IT** responsible for implementation[319](index=319&type=chunk)[321](index=321&type=chunk) - As of the report date, Vincerx has **not encountered any cybersecurity incidents** that have had a **material effect** on its business, operations, or financial condition[317](index=317&type=chunk) Part II [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=65&type=section&id=ITEM%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) For 2024, Vincerx reported a net loss of $30.1 million, an improvement from 2023, driven by reduced R&D expenses, but faces critical financial challenges with $5.0 million cash and substantial doubt about its going concern ability [Results of Operations](index=68&type=section&id=Results%20of%20Operations) Vincerx's total operating expenses decreased by $11.1 million in 2024, primarily due to a $13.5 million reduction in R&D costs, partially offset by a $2.3 million increase in G&A expenses from severance, leading to an improved net loss Comparison of Operating Results (in thousands) | | For the years ended December 31, | Change | | :--- | :--- | :--- | :--- | | | **2024** | **2023** | **Amount** | | **Operating expenses:** | | | | | General and administrative | $ 15,977 | $ 13,636 | $ 2,341 | | Research and development | 15,486 | 28,973 | (13,487) | | **Total operating expenses** | **31,463** | **42,609** | **(11,146)** | | **Loss from operations** | **(31,463)** | **(42,609)** | **11,146** | | **Net loss** | **$(30,074)** | **$(40,157)** | **$ 10,083** | - Research and development expenses decreased by **$13.5 million** in 2024, primarily due to reduced spending on research services (**$7.9 million**) and manufacturing for the ADC program (**$4.7 million**)[345](index=345&type=chunk) - General and administrative expenses increased by **$2.3 million** in 2024, mainly due to **$2.4 million** in severance expenses from the workforce reduction in December 2024[347](index=347&type=chunk) [Liquidity and Capital Resources](index=69&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2024, Vincerx had $5.0 million in cash, with existing capital projected to fund operations into Q3 2025, but management has concluded substantial doubt about its ability to continue as a going concern - The company had approximately **$5.0 million** in cash as of December 31, 2024, and **$4.7 million** as of March 21, 2025[353](index=353&type=chunk)[202](index=202&type=chunk) - Management believes existing capital is sufficient to fund operations into the **third quarter of 2025**[353](index=353&type=chunk)[203](index=203&type=chunk) - The company has concluded that uncertainties about its ability to obtain additional capital raise **substantial doubt** about its ability to continue as a **going concern** for one year from the financial statement issuance date[354](index=354&type=chunk)[205](index=205&type=chunk)[417](index=417&type=chunk) - In 2024, the company raised net proceeds of approximately **$14.8 million** from an underwritten public offering and **$2.2 million** from at-the-market offerings[364](index=364&type=chunk)[365](index=365&type=chunk) [Critical Accounting Estimates](index=72&type=section&id=Critical%20Accounting%20Estimates) Vincerx's critical accounting estimates involve significant judgment in areas such as R&D expenses, contingent milestone payments, income taxes, stock-based compensation, and the fair value of warrant liabilities - Contingent milestone payments from the Bayer License Agreement are accounted for as an asset acquisition and recognized when the liability is probable and the amount is reasonably estimable, with a **$1.0 million** milestone paid in 2023 for the VIP943 IND filing[372](index=372&type=chunk)[373](index=373&type=chunk) - The company has recorded a **full valuation allowance** against its **deferred tax assets** due to a history of operating losses, believing it is not more likely than not that the assets will be realized[376](index=376&type=chunk)[451](index=451&type=chunk) - Certain legacy warrants are **classified as liabilities** and measured at **fair value** using **Level 3 inputs** (Black-Scholes and Monte Carlo simulations), with changes in fair value recognized in the statement of operations[381](index=381&type=chunk)[437](index=437&type=chunk) [Financial Statements and Supplementary Data](index=75&type=section&id=ITEM%208.%20Financial%20Statements%20and%20Supplementary%20Data.) The audited consolidated financial statements for 2024 and 2023 are presented, with the auditor's report highlighting substantial doubt about the company's going concern ability due to recurring losses, alongside details on workforce reductions and a subsequent proposed business combination - The report from the independent registered public accounting firm, WithumSmith+Brown, PC, includes an explanatory paragraph expressing **substantial doubt** about the Company's ability to continue as a **going concern**[390](index=390&type=chunk) Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,987 | $12,782 | | Total current assets | $6,410 | $14,733 | | **Total assets** | **$8,005** | **$18,217** | | **Liabilities & Equity** | | | | Total current liabilities | $5,281 | $5,605 | | Total liabilities | $5,281 | $6,995 | | Total stockholders' equity | $2,724 | $11,222 | | **Total liabilities and stockholders' equity** | **$8,005** | **$18,217** | Consolidated Statement of Operations Data (in thousands) | | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Research and development | $15,486 | $28,973 | | General and administrative | $15,977 | $13,636 | | **Loss from operations** | **$(31,463)** | **$(42,609)** | | **Net loss** | **$(30,074)** | **$(40,157)** | | Net loss per share | $(15.85) | $(37.72) | - In December 2024, the company implemented a significant workforce reduction, incurring approximately **$2.6 million** in severance and related expenses[467](index=467&type=chunk)[468](index=468&type=chunk) - As a subsequent event, on March 14, 2025, the company entered into a **non-binding letter of intent** with QumulusAI for a **proposed business combination**[521](index=521&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=103&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance.) The company's board comprises seven directors, with five independent, and following 2024 workforce reductions, key leadership roles are filled on an acting/consulting basis, supported by standard board committees and a Code of Business Conduct and Ethics - The board is composed of **seven directors**, with Dr. Ahmed M. Hamdy serving as Chairman, and **five of the seven directors are considered independent** under Nasdaq rules[534](index=534&type=chunk)[545](index=545&type=chunk)[629](index=629&type=chunk) - Following the December 2024 restructuring, key leadership roles are filled on an acting/consulting basis: Raquel E. Izumi as **Acting CEO** and Kevin Haas as **Acting CFO**[535](index=535&type=chunk)[555](index=555&type=chunk) - The board has established **Audit, Compensation, and Nominating and Corporate Governance committees**, each with a charter and composed of **independent directors**[549](index=549&type=chunk)[550](index=550&type=chunk)[553](index=553&type=chunk) [Executive Compensation](index=110&type=section&id=ITEM%2011.%20Executive%20Compensation.) Executive compensation for 2024 included base salary and stock options, with no cash bonuses paid to conserve cash, and the employment of named executive officers was terminated in December 2024, triggering severance and accelerated vesting - The employment of named executive officers (Drs. Hamdy and Izumi, Messrs. Seelenberger and Thomas) was **terminated without cause** in December 2024, and they received severance including a lump sum payment (**1x base salary + 1x target bonus**) and **12 months of accelerated vesting** for time-based stock options[585](index=585&type=chunk)[588](index=588&type=chunk)[591](index=591&type=chunk) - To conserve cash, the compensation committee determined that **no annual cash bonuses** would be paid for fiscal years 2023 or 2024[578](index=578&type=chunk) - In August 2024, the company **repriced all outstanding stock options** held by employees with an exercise price above **$10.97** down to **$11.00** per share[496](index=496&type=chunk)[580](index=580&type=chunk) [Security Ownership and Equity Compensation Plans](index=119&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) As of February 28, 2025, Armistice Capital Master Fund Ltd. was the only 5% beneficial owner with 9.9% ownership, while current executive officers and directors collectively owned 5.6%, and the company's equity plans include evergreen provisions for share issuance - As of February 28, 2025, Armistice Capital Master Fund Ltd. was the only beneficial owner of more than 5%, holding **9.9%** of the company's common stock[618](index=618&type=chunk)[619](index=619&type=chunk) - All current executive officers and directors as a group beneficially owned approximately **5.6%** of the company's common stock as of February 28, 2025[618](index=618&type=chunk) - The company's equity plans include "**evergreen**" provisions that annually increase the number of shares available for issuance under the 2020 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan[612](index=612&type=chunk)[613](index=613&type=chunk)

Core Viewpoint - Vincerx Pharma, Inc. has entered into a non-binding letter of intent with Global Digital Holdings Inc. (QumulusAI) for a business combination that would make QumulusAI a publicly traded company through a reverse triangular merger [1][2]. Company Overview - QumulusAI is a high-performance computing infrastructure company focused on artificial intelligence, founded in 2019, with a power portfolio of 108 MW and over 550 GPUs deployed [7]. - Vincerx Pharma's pipeline includes several drug candidates, such as VIP943, VIP236, and enitociclib, which have completed Phase 1 studies [9]. Transaction Details - The proposed merger would result in QumulusAI stockholders owning approximately 95% of the combined company, while Vincerx stockholders would own about 5% [2]. - The transaction values QumulusAI at approximately $285 million and Vincerx at about $15 million, assuming zero cash at closing [2]. - QumulusAI may invest up to $1.5 million in Vincerx's equity prior to closing [2]. Management and Governance - Post-merger, the board of directors of the combined company will consist of seven members, all designated by QumulusAI [3]. - QumulusAI will also determine the senior management composition of the combined entity [3]. Next Steps - The parties plan to negotiate a definitive business combination agreement, with a 30-day exclusivity period for negotiations [4]. - Conditions for the agreement include satisfactory due diligence and approvals from both boards of directors [4]. Strategic Rationale - The merger is expected to create value by entering the rapidly growing AI space, with QumulusAI positioned to disrupt the data center market through its energy-efficient infrastructure [5]. - The transaction will provide access to public capital markets, aiding in the expansion of QumulusAI's data center infrastructure [6].

Core Viewpoint - Vincerx Pharma, Inc. has terminated its previously signed binding Term Sheet for a reverse merger transaction with Oqory, Inc. and Vivasor, Inc. [1] Group 1: Strategic Alternatives - The board of directors will reassess the Company's strategic alternatives, which may include out-licensing, merger and acquisition opportunities (including reverse mergers), sale of assets and technologies, and winding down operations [2] - The Company had approximately $3.9 million in cash as of February 26, 2025, with an expected cash runway extending through late Q2 2025 [2]