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CAMBRIDGE, Mass .– (COMMERCIAL THREAD) – Gemini Therapeutics, a clinical-stage precision medicine company that develops innovative treatments for genetically defined age-related macular degeneration (AMD), today announced the completion of its combination with FS Development Corp. (Nasdaq: FSDC), a Specific Purpose Acquisition (SPAC) sponsored by Foresite Capital. Gemini Therapeutics, Inc., the merged company, will begin trading today on the Nasdaq Global Market under the symbol “GMTX”. Gross proceeds from this transaction totaled approximately $ 216 million, which includes funds held in FSDC’s trust account and the accompanying private investment in Public Equity Finance (PIPE). FSDC shareholders approved the transaction on February 3, 2021. The transaction had previously been approved by Gemini Therapeutics shareholders. The Gemini Therapeutics management team will continue to be led by Managing Director Jason Meyenburg.
“We couldn’t be more excited to enter the capital markets as a leading precision medicine company focused on pioneering first-class drugs to restore regulation of the complement system in the eye. and throughout the body, ”said Meyenburg. . “I would like to thank everyone involved in the success of this transaction, including our new and existing investors, as well as the Gemini and FSDC teams. ”
“Gemini’s impressive work with patients who lose their sight due to genetically induced macular degeneration is why we knew they were the right candidate to merge with FSDC,” said Jim Tananbaum, MD, director General Manager of Foresite Capital and Chairman and CEO of FS Development Corp. “We are excited about the potential to help develop more innovative new treatment options for patients. ”
Summary of the operation
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, which was formed to complete a business combination. companies with a biopharmaceutical company. company focused on the next generation of drugs using genetics.
As a result of the business combination, Gemini Therapeutics received proceeds of approximately $ 216 million, before transaction costs, which included cash proceeds of approximately $ 121 million from the FSDC trust account (after buyouts 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, LP, 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 United States 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 United States Securities and Exchange Commission by the FSDC.
Advisers
Jefferies LLC and SVB Leerink acted as co-lead private placement agents for FS Development Corp. Jefferies LLC also acted as the principal financial and capital markets advisor to FS Development Corp. Goldman Sachs & Co. LLC acted as Gemini’s principal financial advisor 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.
About GEM103
Gemini’s main program, GEM103, is a pioneering approach to precision medicine, targeting the enrichment of trials with genetically defined patients. GEM103 targets a genetically defined subset of age-related macular degeneration (AMD) patients with complement deregulation. Of the 15 million patients with dry AMD, about 40% (or six million) have variants of the complement factor H (CFH) gene. These variants of loss of function are associated with an increased risk of dry AMD disease. GEM103 is believed to be the very first modulator of recombinant native complement, a full length recombinant complement factor H (rCFH) protein. When administered by intravitreal injection, GEM103 has the potential to address the unmet medical needs of genetically defined subsets of patients with AMD by bypassing dysfunctional variants of CFH loss of function and slowing the progression of their retinal disease.
About age-related dry macular degeneration (AMD)
Age-related macular degeneration (AMD) is a progressive retinal disease affecting millions of older people and the leading cause of irreversible blindness in the Western world. The symptoms, which include blurred vision, loss of night vision, and loss of central vision, make activities of daily living such as reading, driving, and even face recognition progressively more difficult. Third-party reports indicate that there are approximately 16 million patients with AMD in the United States alone. Dry AMD, which results from an interaction of environmental and genetic risk factors, accounts for about 90% of this population (or about 15 million) in the United States, compared to about 1.4 million for wet AMD. The genetic risk of developing dry AMD is significant, with around 70% of the risk of advanced disease attributable to heritability, while aging and smoking confer the highest non-genetic risk. Variants of CFH risk occur in approximately 40% of patients with dry AMD and these patients have a significantly increased risk of developing the disease as well as progression of intermediate AMD to GA. The complement system, of which CFH is a modulator, is deregulated in patients with these risk variants, and results in an amplification of aberrant inflammatory responses in the eye. Over time, this disturbance results in damage to the macular region of the retina.
About Gemini Therapeutics
Gemini Therapeutics is a clinical-stage precision medicine company developing novel therapeutic compounds to treat genetically defined age-related macular degeneration (AMD). Gemini’s lead candidate, GEM103, is a recombinant form of human complement factor H (CFH) protein and is designed to treat both complement hyperactivity and restore retinal health in patients with AMD. GEM103 is currently in a phase 2a trial in patients with dry AMD with a risk variant of CFH. The company has generated a rich pipeline comprising recombinant proteins, gene therapies and monoclonal antibodies.
For more information visit www.geminitherapeutics.com.
Forward-looking statements
Certain statements contained in this press release and the information incorporated by reference herein may constitute “forward-looking statements” for purposes of federal securities laws. Our forward-looking statements include, without limitation, statements regarding our expectations, hopes, beliefs, intentions or strategies for the future, including those relating to the success, cost and timing of our development activities. products and clinical trials, including our estimates of when data from ongoing clinical trials will be released and when future clinical trials will begin, the attributes and potential benefits of our product candidates, including GEM103, our ability to obtain and maintain regulatory approval for our product candidates and our ability to obtain financing for our operations when required. Forward-looking statements include statements relating to the expectations, hopes, beliefs, intentions or strategies of our management team regarding the future. Further, any statement that refers to projections, forecasts or other characterizations of future events or circumstances, including underlying assumptions, are forward-looking statements. The words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “could”, “could” “,” Plan “,” possible “,” potential “,” foresee “,” project “,” should “,” will “,” would “and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. . These forward-looking statements are based on current expectations and beliefs regarding future developments and their potential effects. There can be no assurance that future developments affecting us will be those we anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described under the heading “Risk Factors” in the proxy / final prospectus for our recently completed business combination, and those included in any of our future documents filed with the SEC. If one or more of these risks or uncertainties materialize, or if any of our assumptions prove to be incorrect, actual results could differ in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties could in the future be magnified by the COVID-19 pandemic and there could be additional risks that we consider to be insignificant or which are unknown. It is not possible to predict or identify all of these risks. Our forward-looking statements speak only as of the date they are made, and we assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless it is necessary. under applicable securities laws.
