Gemini Therapeutics (GMTX) Debuts as Publicly Traded Precision Medicine Company Focused on Age-Related Macular Degeneration

February 8, 2021 7:07 AM EST

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Gemini Therapeutics, a clinical stage precision medicine company developing innovative treatments for genetically defined age-related macular degeneration (AMD), today announced the completion of its business combination with FS Development Corp. (Nasdaq: FSDC), a special purpose acquisition company (SPAC) sponsored by Foresite Capital. Gemini Therapeutics, Inc., the resulting combined company, will commence trading its shares today on the Nasdaq Global Market under the symbol “GMTX.” Gross proceeds from this transaction totaled approximately $216 million, which included funds held in FSDC’s trust account and the concurrent private investment in public equity (PIPE) financing. The shareholders of FSDC approved the transaction on February 3, 2021. The transaction was previously approved by Gemini Therapeutics’ shareholders. Gemini Therapeutics’ management team will continue to be led by Chief Executive Officer Jason Meyenburg.

“We could not be more excited to enter the capital markets as a leading-edge precision medicine company focused on pioneering first-in-class medicines intended to restore regulation of the complement system in the eye and throughout the body,” said Mr. Meyenburg. “I want to thank all those involved in making this transaction a success, including our new and existing investors, and the Gemini and FSDC teams.”

“Gemini’s impressive work with patients losing their vision because of genetically driven macular degeneration is the reason we knew they were the right candidate to merge with FSDC,” said Jim Tananbaum, M.D., Chief Executive Officer of Foresite Capital and President and Chief Executive Officer of FS Development Corp. “We are excited about the potential to help further develop innovative new treatment options for patients.”

Summary of Transaction

On October 15, 2020, Gemini Therapeutics, a privately held biotechnology company, entered into a definitive business combination agreement with FS Development Corp., a SPAC sponsored by Foresite Capital, that was created for the purpose of entering into a business combination with a biopharmaceutical company focused on the next generation of medicines utilizing genetics.

As a result of the business combination, Gemini Therapeutics received proceeds of approximately $216 million, prior to transaction expenses, which includes cash proceeds of approximately $121 million from FSDC’s trust account (after redemptions of $1,200) and $95 million from PIPE investors led by Foresite Capital, as well as Fidelity Management & Research Company LLC, Wellington Management, Boxer Capital of Tavistock Group, Alyeska Investment Group, L.P., Suvretta Capital Management, CVF, DAFNA Capital, and Acorn Bioventures, in addition to existing Gemini Therapeutics shareholders including Orbimed Healthcare Fund Management, Atlas Venture, Lightstone Ventures and Wu Capital.

The description of the business combination contained herein is only a high-level summary and is qualified in its entirety by reference to the underlying documents filed with the U.S. Securities and Exchange Commission. A more detailed description of the terms of the transaction has been provided in a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by FSDC.

Advisors

Jefferies LLC and SVB Leerink acted as co-lead private placement agents for FS Development Corp. Jefferies LLC also acted as lead financial and capital markets advisor to FS Development Corp. Goldman Sachs & Co. LLC acted as lead financial advisor to Gemini in the transaction. Stifel acted as additional capital markets advisor to Gemini. Goodwin Procter LLP acted as legal counsel to Gemini. White & Case LLP acted as legal counsel to FS Development Corp.



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