Surrozen and Consonance-HFW Acquisition Corp. (CHFW) Announce Business Combination
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Surrozen, Inc. (“Surrozen”), a company pioneering targeted therapeutics that selectively activate the Wnt pathway for tissue repair and regeneration, and Consonance-HFW Acquisition Corp. (NYSE American LLC: CHFW.U) (“Consonance-HFW”), a special purpose acquisition company (“SPAC”) sponsored by entities affiliated with Consonance Capital Management, today announced they have entered into a definitive business combination agreement. On the day of closing of the business combination, Consonance-HFW will redomicile as a Delaware corporation and will be renamed Surrozen, Inc., and its common stock is expected to be listed on the Nasdaq under the ticker symbol “SRZN.”
Surrozen is advancing novel antibody-based approaches to selectively and potently activate the Wnt pathway for tissue repair and regeneration across a broad range of serious diseases. Its lead programs SZN-1326, a bi-specific antibody targeting Fzd5/8 and Lrp6 for the treatment of inflammatory bowel disease, and SZN-043, a hepatocyte-targeted R-spondin mimetic for severe alcoholic hepatitis, are expected to enter clinical development in 2022. These programs were discovered utilizing Surrozen’s proprietary technologies, SWAP (Surrozen Wnt signal Activating Protein) and SWEETS (Surrozen Wnt signal Enhancers Engineered for Tissue Specificity), which enable potent and selective modulation of Wnt signaling through the generation of Wnt and R-spondin mimetics. Surrozen is utilizing these technologies to advance discovery programs in additional areas, including diseases of the eye, lung, kidney, cochlea, skin, pancreas and central nervous system. The company’s co-founders and scientific advisors include pioneers in the field of Wnt biology, including Nobel Prize winner Harold Varmus, M.D., and Roel Nusse, Ph.D., who together first discovered the Wnt gene in 1982.
“Surrozen is dedicated to transforming treatment of serious disease by fully exploiting the Wnt pathway. This financing supports that mission with experienced life sciences investors and capital,” said Craig Parker, Surrozen’s President and CEO. “We believe that modulation of the Wnt pathway, the body’s own mechanism for tissue repair, has the potential to provide clinical benefit in a broad range of acute and chronic diseases. In 2022, we expect to initiate Phase 1 clinical trials for our lead programs in inflammatory bowel disease and severe alcoholic hepatitis and to advance our ophthalmology programs towards IND. Today’s announcement ensures that we have the capital to advance our clinical programs to key clinical proof-of-concept milestones.”
In addition to the approximately $92 million held in Consonance-HFW’s trust account (assuming no redemptions are effected), a group of leading life sciences investors have committed $120 million to a private placement transaction to be consummated in connection with the closing of the business combination (the “PIPE”), in which PIPE investors will receive units consisting of one share of Consonance-HFW and 1/3rd of one redeemable warrant to purchase one share of Consonance-HFW. The price per unit is $10.00, and each whole warrant will become exercisable for one share of Consonance-HFW at an exercise price of $11.50 per share beginning on the one-year anniversary of Consonance-HFW’s IPO. Lead investors in the PIPE were a U.S.-based, healthcare-focused fund and Consonance Capital Management, with participation from other leading life sciences-dedicated funds and existing Surrozen investors including The Column Group.
The combined company (“New Surrozen”) is expected to receive gross proceeds of $212 million from the transaction (assuming no redemptions are effected) and will be led by the current Surrozen management team, including Chief Executive Officer Craig Parker. The boards of directors of both Surrozen and Consonance-HFW have approved the transaction, which is expected to close in Q3 2021, subject to the approval of Surrozen and Consonance-HFW shareholders and the satisfaction or waiver of customary closing conditions.
“We are excited to partner with Surrozen in support of their mission to harness the therapeutic potential of the Wnt pathway, the body’s own biological tissue repair mechanism,” said Gad Soffer, Chief Executive Officer of Consonance-HFW. “In our view, Surrozen possesses an unparalleled understanding of Wnt biology as well as the tools to unlock the promise of this pathway. We believe Surrozen’s initial product candidates could provide breakthrough potential in areas of high unmet need and its platform offers the potential to discover and develop unique therapeutics for a wide range of diseases.”
New Surrozen will use the proceeds from the business combination and concurrent PIPE financing, together with Surrozen’s existing cash resources, to advance into clinical development multiple wholly-owned programs that have been internally discovered and developed using Surrozen’s pioneering approach to modulating the Wnt pathway. These programs include SZN-1326 and SZN-043, which are expected to enter clinical development in 2022. In addition, New Surrozen will advance multiple preclinical programs towards candidate selection and IND-enabling activities, including in multiple ophthalmology indications, and expects to nominate additional lead candidates and file additional INDs in 2023 and beyond.
As part of the business combination, Consonance-HFW has the right to nominate one director to serve on the New Surrozen board of directors, and intends to nominate Mace Rothenberg, M.D. Dr. Rothenberg has more than three decades of experience in clinical development and the biopharmaceutical industry and most recently served as Pfizer’s Chief Medical Officer.
Summary of Transaction
Surrozen stockholders and holders of Surrozen equity awards are converting 100% of their existing equity interests into shares or equivalent awards of New Surrozen at an implied Surrozen equity value of $200 million. Assuming a share price of $10.00 per share, New Surrozen is expected to have an initial equity value of approximately $432 million. Upon closing, it is expected that New Surrozen’s common stock will be publicly traded on the Nasdaq Capital Market under the ticker symbol “SRZN.”
Additional information about the transaction will be provided in a Current Report on Form 8-K filed by Consonance-HFW with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof, which report will include an investor presentation and will be available at www.sec.gov. In addition, Consonance-HFW intends to file with the Commission a registration statement on Form S-4, which will include a proxy statement/prospectus, as well as any additional materials and documents as may be needed regarding the proposed transaction.
J.P. Morgan Securities LLC is acting as financial advisor to Consonance-HFW in connection with the business combination, and J.P. Morgan Securities LLC and BofA Securities are acting as placement agents on behalf of Consonance-HFW. Guggenheim Securities, LLC is acting as financial advisor and capital markets advisor to Surrozen, and Stifel, Nicolaus & Company, Incorporated is acting as capital markets advisor to Surrozen in the transaction. Goodwin Procter LLP is acting as legal counsel to Consonance-HFW, Cooley LLP is acting as legal counsel to Surrozen and Wilson Sonsini Goodrich & Rosati, P.C. is acting as legal counsel to the placement agents.
Investor Webcast Information
Web Address: www.netroadshow.com
Deal Entry Code: Surrozen2021 (not case sensitive)
Direct Link: https://www.netroadshow.com/custom/surrozen2021/
About Consonance-HFW Acquisition Corp.
Consonance-HFW Acquisition Corp. is a recently incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. It is led by Chairman Mitchell Blutt, M.D., Chief Executive Officer Gad Soffer, Chief Financial Officer Kevin Livingston and VP Business Development Joshua House.
About Consonance Capital Management
Consonance Capital Management was founded in 2007 with approximately $50 million of assets under management by Mitchell Blutt, Benny Soffer and Kevin Livingston. As of March 31, 2021, the fund has grown to approximately $1 billion in assets under management and focuses on equity investments in life sciences companies, with an emphasis on small and mid-cap life sciences companies.
Surrozen is a biotechnology company discovering and developing drug candidates to selectively modulate the Wnt pathway. Surrozen is developing tissue-specific antibodies designed to engage the body’s existing biological repair mechanisms with potential application across multiple disease areas, including diseases of the intestine, liver, retina, cornea, lung, kidney, cochlea, skin, pancreas and central nervous system. For more information, please visit www.surrozen.com.
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