Aerami Therapeutics announced today that it entered into a merger agreement with FoxWayne Enterprises Acquisition Corp. (NSDQ:FOXWU).
Through the definitive business combination agreement with the special purpose acquisition company (SPAC), Aerami, a developer of inhaled therapies for treating respiratory and chronic diseases, will be listed on the Nasdaq market as “Aerami Therapeutics Holdings, Inc.”
According to a news release, the companies expect the transaction to close in the first quarter of 2022. Aerami’s CEO Steve Thornton will lead the newly formed combined company, along with the rest of the company’s current management team.
The transaction will aim to advance Aerami’s AER-901, a proprietary inhaled, nebulized formulation of imatinib for treating pulmonary arterial hypertension (PAH).
“We are deeply committed to advancing inhaled therapies which address severe respiratory and chronic diseases,” Thornton said in the release. “This transaction is expected to provide significant capital and a platform to accelerate the development of our drug product candidates including taking our lead product, inhaled imatinib for the treatment of pulmonary arterial hypertension, into a planned Phase 2/3 trial in 2022.”
FoxWayne will issue 25 million shares of common stock, representing consideration of approximately $250 million. Current Aerami stockholders will convert 100% of their existing equity interests into common stock of the combined company and will own a majority of the outstanding shares of the combined company post-close.
Assuming no redemptions of FoxWayne shares, the combined company’s cash resources are expected to total $58 million in cash proceeds currently in a trust at FoxWayne, along with Aerami’s existing cash resources.
Proceeds will be used for advancing AER-901 through clinical trials, with Aerami — formerly Dance Biopharm — intending to file for FDA 510(k) clearance for its proprietary AFINA inhaler technology platform in 2022.
“We see immense opportunities in Aerami’s approach to delivering inhaled therapies for targeted indications that present large unmet medical needs, including pulmonary arterial hypertension, a debilitating disease for which there currently are no available disease modifying therapies,” FoxWayne CEO Robb Knie said.