Vincerx Pharma Enters into a Binding Term Sheet for a Strategic Merger with Oqory, Inc.

Merger and Strategic Transaction - Vincerx Pharma has entered into a binding term sheet for a proposed merger with Oqory Inc, a clinical-stage company developing ADCs for oncology [1] - Post-merger, Oqory equity holders are expected to own approximately 95% of the combined entity, while Vincerx equity holders will hold about 5% [10] - The transaction includes a minimum fully diluted equity value of $13.66 million for existing Vincerx stockholders and a concurrent offering of at least $20 million in equity securities [10] - Oqory-designated investors will provide interim financing to Vincerx of $1.5 million in two tranches, with $1 million funded immediately and $500,000 to be funded by January 31, 2025 [10] Leadership and Organizational Changes - Dr Ahmed Hamdy has stepped down as CEO but remains Chairman, while Dr Raquel Izumi has taken over as Acting CEO in a consulting capacity [2] - Alexander Seelenberger has stepped down as CFO, with Kevin Hass assuming the role of Acting CFO [2] - Mr Seelenberger will continue to assist the company in a consulting capacity [2] Pipeline and Clinical Development - Oqory’s pipeline includes multiple ADC programs, with two in clinical development and several next-generation ADCs in preclinical stages [4] - OQY-3258, Oqory’s anti-TROP2 ADC, has shown an 83% overall response rate and 100% disease control rate in first-line triple-negative breast cancer [11] - OQY-3258 has completed Phase 1/2 development in over 150 patients with solid tumors and is being evaluated in two Phase 3 studies for breast cancer [11] - Vincerx’s pipeline includes VIP943, a next-generation ADC in Phase 1, VIP236, a small molecule drug conjugate, and enitociclib, a CDK9 inhibitor [5] Financial and Operational Measures - Vincerx is implementing streamlining and cost-control measures, including a workforce reduction, as part of its due diligence and transaction-related work [2] - The merger is subject to customary closing conditions, including due diligence, regulatory approvals, and stockholder approval from both parties [10]