SEC Form 8 filed

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2020

 

 

Vincera Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-39244		83-3197402
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4500 Great America Parkway Suite 100 #29 Santa Clara		CA 95054
(Address of principal executive offices)		(Zip Code)

(650) 800-6676

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock, $0.0001 par value per share, and one Warrant exercisable for one-half of one share of Common Stock at an exercise price of $11.50 per share		VINCU		The Nasdaq Stock Market LLC
Common Stock		VINC		The Nasdaq Stock Market LLC
Warrants		VINCW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

INTRODUCTORY NOTE

Due to the large number of events reported under the specified items of Form 8-K, this Current Report on Form 8-K is being filed in two parts. An amendment to this Form 8-K is being submitted for filing on the same date to include additional matters under Item 5.05 of Form 8-K.

On December 23, 2020 (the “Closing Date”), Vincera Pharma, Inc., a Delaware corporation (f/k/a LifeSci Acquisition Corp. (“LSAC”)) (the “Company”), consummated the previously announced merger pursuant to that certain Merger Agreement, dated September 25, 2020 (the “Merger Agreement”), by and among LSAC, LifeSci Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LSAC (“Merger Sub”), VNRX Corp. (f/k/a Vincera Pharma, Inc.), a Delaware corporation (“Legacy Vincera Pharma”), and Raquel E. Izumi, as the representative of the stockholders of Legacy Vincera Pharma (such stockholders, the “Legacy Holders”).

Pursuant to the terms of the Merger Agreement, a business combination between LSAC and Legacy Vincera Pharma was effected through the merger of Merger Sub with and into Legacy Vincera Pharma, with Legacy Vincera Pharma surviving the Merger (as defined below) and becoming a wholly-owned subsidiary of the Company and changing its name to VNRX Corp. (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, the Company changed its name from LifeSci Acquisition Corp. to Vincera Pharma, Inc.

Immediately prior to the effective time of the Merger (the “Effective Time”), each share of Legacy Vincera Pharma’s common stock, par value $0.0001 per share (“Legacy Vincera Pharma Common Stock”), other than any Dissenting Shares (as defined in the Merger Agreement), was canceled and the Legacy Holders received (i) 0.570895 shares of the Company’s common stock, $0.0001 par value per share (“Company Common Stock”), for each share of Legacy Vincera Pharma Common Stock held by them immediately prior to the Effective Time and (ii) certain rights to additional shares of Company Common Stock (the “Earnout Shares”) after the closing of the Business Combination.

The Legacy Holders are entitled to receive Earnout Shares after the closing of the Business Combination if the daily volume-weighted average price of Company Common Stock equals or exceeds the following prices for any 20 trading days within any 30 trading-day period (the “Trading Period”) following the closing of the Business Combination: (1) during any Trading Period prior to the forty-two (42) month anniversary of the closing of the Business Combination, upon achievement of a daily volume-weighted average price of at least $20.00 per share, such number of shares of Company Common Stock as equals the quotient of $20.0 million divided by the Closing Price Per Share (as defined in the Proxy Statement (as defined below)); (2) during any Trading Period prior to the six (6) year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $35.00 per share, such number of shares of Company Common Stock as equals the quotient of $20.0 million divided by the Closing Price Per Share; and (3) during any Trading Period prior to the eight (8) year anniversary of the closing, upon achievement of a daily volume-weighted average price of at least $45.00 per share, such number of shares of Company Common Stock as equals the quotient of $20.0 million divided by the Closing Price Per Share. A total of 90.6% of (rounded to the nearest whole share) of the Earnout Shares then earned and issuable shall be issued to the Legacy Holders on a pro-rata basis based on the percentage of the number of shares of Legacy Vincera Pharma Common Stock owned by them immediately prior to the closing of the Business Combination, and the remaining Earnout Shares that would otherwise have been issuable shall not be issuable to the Legacy Holders but in lieu thereof the number of authorized shares available for issuance under the Vincera Pharma, Inc. 2020 Stock Incentive Plan shall be automatically increased by an equivalent number of shares of Company Common Stock.

The aggregate value of the shares of Company Common Stock received by the Legacy Holders pursuant to the Merger Agreement was $55.0 million and the aggregate value of Earnout Shares that the Legacy Holders are eligible to receive, subject to certain conditions, is an aggregate of up to $60.0 million.

A description of the Business Combination and the terms of the Merger Agreement are included in the definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December  7, 2020 (the “Proxy Statement”) in the sections entitled “Proposal No. 1—The Business Combination Proposal” beginning on page 89 and “The Merger Agreement” beginning on page 102 of the Proxy Statement.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

 

Item 1.01

Entry into a Material Definitive Agreement.

Registration Rights Agreement

In connection with the Business Combination, on December 23, 2020, the Company, the Legacy Holders, LifeSci Investments, LLC, LifeSci Holdings LLC, Rosedale Park, LLC and certain other stockholders of the Company entered into an Amended and Restated Registration and Stockholder Rights Agreement (the “Registration Rights Agreement”). The terms of the Registration Rights Agreement are described in the Proxy Statement in the section entitled “The Merger Agreement—Related Agreements Other Agreements Relating to the Business Combination—Registration Rights Agreement” on page 107 of the Proxy Statement. Pursuant to the Registration Rights Agreement, the parties thereto hold registration rights that obligate the Company to register for resale under the Securities Act of 1933, as amended (the “Securities Act”), all or any portion of Company Common Stock issued under the Merger Agreement, including any Earnout Shares. Such parties holding a majority-in-interest of all such registrable securities are entitled to make a written demand for up to three registrations under the Securities Act of all or part of the registrable securities. Under the Registration Rights Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to its securities, the Company shall give notice to the holders of registrable securities as to the proposed filing and offer such holders an opportunity to register the resale of such number of their registrable securities as they request in writing, subject to certain exceptions. In addition, subject to certain exceptions, such holders of registrable securities will be entitled to request in writing that the Company register the resale of any or all of their registrable securities on Form S-3 and any similar short-form registration statement that may be available at such time.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by the full text of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.4 and incorporated herein by reference.

Lock-up Agreements

In connection with the Business Combination, on December 23, 2020, the Company and the Legacy Holders entered into Resale Lock-up Agreements (each, a “Lock-up Agreement”), with respect to the shares of Company Common Stock received pursuant to the Business Combination or during the Lock-up Period (as defined below) (such shares, the “Lock-up Shares”). The terms of the Lock-up Agreements are described in the Proxy Statement in the section entitled “The Merger Agreement—Related Agreements Other Agreements Relating to the Business Combination—Lock-up Agreements” on page 106 of the Proxy Statement. The Lock-up Agreements provide for the securities of the Company held by the Legacy Holders to be locked-up for a period of six months following the Closing Date (the “Lock-up Period”), subject to certain exceptions.

The foregoing description of the Lock-up Agreements is qualified in its entirety by the full text of the Lock-up Agreements, a form of which is attached hereto as Exhibit 10.10 and incorporated herein by reference.

Voting and Support Agreement

In connection with the Business Combination, on December 23, 2020, the Legacy Holders, LifeSci Investments, LLC, LifeSci Holdings LLC, Rosedale Park, LLC and certain other stockholders of the Company entered into a Voting and Support Agreement (the “Voting Agreement”). The terms of the Voting Agreement are described in the Proxy Statement in the section entitled “The Merger Agreement—Related Agreements Other Agreements Relating to the Business Combination—Voting Agreement” on page 108 of the Proxy Statement. Under the Voting Agreement,  such parties agreed to vote or cause to be voted all shares owned by them from time to time that may be voted in the election of the Company’s board of directors (the “Board”), and cause their director designees, to ensure that (i) the size of the Board is set and remains at nine directors, (ii) seven persons nominated by the Legacy Holders and two persons nominated by stockholders of the Company who are parties to the Voting Agreement are elected to

 

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the Board and (iii) no member of the Board is removed without the approval of the stockholders entitled to designate such director. The Voting Agreement will terminate upon the earliest to occur of (x) the written consent of the Company and a majority-in-interest of each of the Legacy Holders and stockholders of the Company who are parties to the Voting Agreement, (y) the consummation of an acquisition of the Company or (z) five years following the Closing Date.

The foregoing description of the Voting Agreement is qualified in its entirety by the full text of the Voting Agreement, a copy of which is attached hereto as Exhibit 4.5 and incorporated herein by reference.

Bayer License Agreement

On the Closing Date, Legacy Vincera Pharma’s exclusive license agreement with Bayer AG and an entity affiliated with Bayer AG (collectively, “Bayer”), dated as of October 7, 2020 (the “Bayer License Agreement”), became effective. The terms of the Bayer License Agreement are described in the Proxy Statement in the section entitled “Vincera Pharma’s Business—Bayer License Agreement” on page 161 of the Proxy Statement, and is incorporated herein by reference. Pursuant to the Bayer License Agreement, Bayer granted the Company an exclusive, royalty-bearing, worldwide license under certain Bayer patents and know-how to develop, use, manufacture, commercialize, sublicense and distribute, for all uses in the cure, mitigation, treatment or prevention of diseases or disorders in humans or animals, (i) a clinical-stage small molecule drug platform, including VIP152 (formerly known as BAY 1251152), a PTEFb inhibitor compound, and (ii) a preclinical stage bioconjugations/next-generation ADC platform, including VIP924 (formerly BAY-924), a SMDC, VIP943 (formerly known as BAY-943) next-generation ADC compounds. These platforms currently comprise the Company’s entire product candidate pipeline.

The foregoing description of the Bayer License Agreement is qualified in its entirety by the full text of the Bayer License Agreement, a redacted copy of which is attached hereto as Exhibit 10.7 and incorporated herein by reference.

Indemnification Agreements

In connection with the Business Combination, on December 23, 2020, the Company entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide the directors and executive officers with contractual rights to indemnification and advancement for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request.

The foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.

At a special meeting of stockholders of the Company held on December 22, 2020 (the “Special Meeting”), the Company’s stockholders approved the Business Combination. The Business Combination was completed on December 23, 2020.

As of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:

 

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approximately 13,984,441 shares of Company Common Stock;

 

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approximately 6,563,767 public warrants, each exercisable for one-half of one share of Company Common Stock at a price of $11.50 per share (the “Public Warrants”);

 

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approximately 3,570,000 private warrants, each exercisable for one share of Company Common Stock at a price of $11.50 per share (the “Private Warrants”); and

 

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approximately 2,760,011 units, each consisting of one share of Company Common Stock and one Public Warrant (the “Units”), with such component shares of Company Common Stock and Public Warrants included in the Company Common Stock and Public Warrant totals above.

FORM 10 INFORMATION

Prior to the closing of the Business Combination, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. Upon the closing of the Business Combination, the Company became a holding company whose only assets consist of equity interests in Legacy Vincera Pharma.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements include, but are not limited to:

 

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the expected benefits of the Business Combination;

 

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the Company’s financial and business performance following the Business Combination;

 

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strategic plans for the Company’s business, products and technology;

 

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the Company’s ability to develop or commercialize products;

 

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expected results and timing of the clinical trials and nonclinical studies;

 

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the Company’s ability to comply with the Bayer License Agreement;

 

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developments and projections relating to the Company’s competitors and industry;

 

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the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

 

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the Company’s ability to retain key scientific or management personnel;

 

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expectations regarding the time during which the Company will be an emerging growth company under the Jumpstart Our Business Startups Act;

 

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the Company’s future capital requirements and sources and uses of cash;

 

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the Company’s ability to obtain funding for its operations;

 

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the outcome of any known and unknown litigation and regulatory proceedings;

 

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the Company’s business, expansion plans and opportunities; and

 

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changes in applicable laws or regulations.

Forward-looking statements appear in several places in this Current Report on Form 8-K and in the Proxy Statement, including, without limitation, in the sections entitled “Trading Market and Dividends,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Vincera Pharma” and “Vincera Pharma’s Business” in the Proxy Statement.

 

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As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

 

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the Company’s ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the Company’s ability to develop, grow and manage growth following the Business Combination;

 

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risks associated with preclinical or clinical development conducted prior to the Company’s in-licensing;

 

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risks related to the rollout of the Company’s business and the timing of expected business milestones;

 

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changes in the assumptions underlying the Company’s expectations regarding its future business or business model;

 

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the Company’s ability to develop and commercialize product candidates;

 

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general economic, financial, legal, political and business conditions and changes in domestic and foreign markets;

 

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changes in applicable laws or regulations;

 

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the impact of health epidemics, including the COVID-19 pandemic, on the Company’s business;

 

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the size and growth potential of the markets for the Company’s products, and the Company’s ability to serve those markets;

 

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market acceptance of the Company’s planned products;

 

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the Company’s ability to raise capital;

 

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the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and

 

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other risks and uncertainties set forth in the Proxy Statement in the section entitled “Risk Factors” beginning on page 31 of the Proxy Statement, which is incorporated herein by reference.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this Current Report on Form 8-K. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.

Business and Properties

The business and properties of LSAC and Legacy Vincera Pharma prior to the Business Combination are described in the Proxy Statement in the sections entitled “LSAC’s Business” beginning on page 183 and “Vincera Pharma’s Business” beginning on page 140 of the Proxy Statement, and are incorporated herein by reference.

As of the Closing Date, the Company had 15 full-time equivalent employees located in the United States.

Risk Factors

The risks associated with the Company’s business are described in the Proxy Statement in the section entitled “Risk Factors” beginning on page 31 of the Proxy Statement, and is incorporated herein by reference.

 

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Selected Historical Financial Information

The selected historical financial information of Legacy Vincera Pharma as of December 31, 2019 and for the period from March 1, 2019 (inception) through December 31, 2019, and the historical condensed financial information as of September 30, 2020 and for the nine months ended September  30, 2020, are included in the Proxy Statement in the section entitled “Selected Historical Financial Information of Vincera Pharma” beginning on page 25 of the Proxy Statement, and are incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2019 and as of and for the nine months ended September 30, 2020 is set forth in Exhibit 99.2 hereto and incorporated herein by reference

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operation of Legacy Vincera Pharma prior to the Business Combination is included in the Proxy Statement in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Vincera Pharma” beginning on page 122 of the Proxy Statement, and is incorporated herein by reference.

Directors and Executive Officers

Information with respect to the Company’s directors and executive officers effective as of the Closing Date is set forth in the Proxy Statement in the sections entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance—Directors and Executive Officers After the Business Combination” beginning on page 189 and “Directors, Executive Officers, Executive Compensation and Corporate Governance—Compensation of Directors and Executive Officers of Vincera Pharma” beginning on page 200 of the Proxy Statement, and are incorporated herein by reference.

Directors

Effective as of the Effective Time, in connection with the Business Combination, the size of the Board was set at nine members and Dr. Ahmed M. Hamdy, Dr. Raquel E. Izumi, Laura I. Bushnell, Dr. Brian J. Druker, Dr. John H. Lee, Dr. Mark A. McCamish, Christopher P. Lowe and Francisco D. Salva were appointed to serve as directors of the Company. Each of Barry Dennis, David Dobkin, Jonas Grossman, Michael Rice, Dr. Brian Schwartz, Karin Walker and Dr. John Ziegler resigned as directors of the Company effective as of the Effective Time. Dr. Andrew I. McDonald continues to serve as a director of the Company. Dr. Izumi, Ms. Bushnell and Dr. McCamish were appointed to serve as Class I directors, with terms expiring at the Company’s 2021 annual meeting of stockholders; Dr. Lee, Mr. Lowe and Mr. Salva were appointed to serve as Class II directors, with terms expiring at the Company’s 2022 annual meeting of stockholders; and Drs. Hamdy, Druker and McDonald were appointed to serve as Class  III directors, with terms expiring at the Company’s 2023 annual meeting of stockholders. Biographical information for these individuals is set forth in the Proxy Statement in the section entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance—Directors and Executive Officers After the Business Combination” beginning on page 189 of the Proxy Statement, and is incorporated herein by reference.

Independence of Directors

The Company is a “controlled co