UNITED STATES
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CURRENT REPORT
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The |
Item 7.01. Regulation FD Disclosure.
On December 23, 2021, Pardes Biosciences, Inc. (f/k/a FS Development Corp. II), a Delaware corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of June 29, 2021, among the Company, Orchard Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Pardes Biosciences Sub, Inc., a Delaware corporation (f/k/a Pardes Biosciences, Inc., “Old Pardes”), and Shareholder Representative Services LLC, as amended November 7, 2021 (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into Old Pardes, with Old Pardes surviving the merger as a wholly-owned subsidiary of the Company.
As a result of the business combination, the Company received gross proceeds of approximately $274 million, prior to transaction expenses, which includes cash proceeds of approximately $199 million from the Company’s trust account (after redemptions of approximately $2.4 million) and $75 million from PIPE investors led by Foresite Capital, an affiliate of FS Development Corp. II, RA Capital Management, Frazier Life Sciences, funds and accounts advised by T. Rowe Price Associates, Inc., GMF Capital LLC, EcoR1 Capital, Monashee Investment Management LLC, as well as strategic investor, Gilead Sciences.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PARDES BIOSCIENCES, INC. | ||
By: | /s/ Uri Lopatin | |
Name: | Uri Lopatin | |
Title: | Chief Executive Officer, President and Director |
Date: December 23, 2021
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