8-K
Semnur Pharmaceuticals, Inc. (SMNR)
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): January 25, 2023
Denali Capital Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-41351 | 00-9 |
|---|---|---|
| (State or Other Jurisdiction <br> of Incorporation) | (Commission <br> File Number) | (IRS Employer <br> Identification No.) |
| 437 Madison Avenue, 27th Floor | ||
| --- | --- | |
| New York , New York | 10022 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 978-5180
Not Applicable
(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 obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ☒ | 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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading<br><br>Symbol(s) | Name of Each Exchange<br><br>on Which Registered: |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one redeemable warrant | DECAU | The NASDAQ Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | DECA | The NASDAQ Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | DECAW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company 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.
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| Item 1.01 | Entry Into a Material Agreement |
|---|
On January 25, 2023, Denali Capital Acquisition Corp., a Cayman Islands exempted company with limited liability (“ Denali ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among Denali, Longevity Biomedical, Inc., a Delaware corporation (“ Company ”), Denali SPAC Holdco, Inc., a Delaware corporation and direct, wholly owned subsidiary of Denali (“ New PubCo ”), Denali SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“ Denali Merger Sub ”), Longevity Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of New PubCo (“ Longevity Merger Sub ”), and Bradford A. Zakes, solely in the capacity as seller representative.
Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “ Business Combination ” and together with the other transactions contemplated by the Merger Agreement, the “ Transactions ”), pursuant to which, among other things, immediately following the consummation of the Target Acquisitions (as defined below), (i) Denali Merger Sub will merge with and into Denali (the “ Denali Merger ”), with Denali as the surviving entity of the Denali Merger, and (ii) Longevity Merger Sub will merge with and into Company (the “ Longevity Merger ” and together with the Denali Merger, the “ Mergers ”), with Company as the surviving company of the Longevity Merger. Following the Mergers, each of Company and Denali will be a subsidiary of New PubCo, and New PubCo will become a publicly traded company. At the closing of the Transactions (“ Closing ”), New PubCo will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the NASDAQ Capital Market under the ticker symbol “LBIO.”
The Business Combination is expected to be consummated after the required approval by the shareholders of Denali and the satisfaction of certain other conditions summarized below.
Merger Agreement
Consideration Paid to the Company - Company Transaction Consideration
The aggregate consideration (“ Merger Consideration ”) to be paid to the holders of Company common stock, par value $0.0001 per share (“ Company Common Stock ”), at the Closing will consist of a number of shares of common stock of New PubCo (“ New PubCo Common Stock ”) equal to (i) (A) $128,000,000 minus (B) the value of each outstanding option (whether vested or unvested) and warrant to purchase Company Common Stock that is converted into a New PubCo option or warrant, as applicable, in accordance with the Merger Agreement, divided by (ii) $10.00.
Effect of the Longevity Merger
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Longevity Merger (the “ Longevity Effective Time ”), by virtue of the Longevity Merger, (a) each share of Company Common Stock (including shares issued in connection with the Target Acquisitions and the conversion of certain Company indebtedness) outstanding immediately prior to the Longevity Effective Time (other than dissenting shares) will be converted into the right to receive a number of shares of New PubCo Common Stock equal to: (i) the aggregate Merger Consideration divided by (ii) the number of outstanding shares of Company Common Stock; and (b) each outstanding Company option or warrant to purchase Company Common Stock shall be converted into a New PubCo option or warrant, as applicable, to acquire the number of shares of New PubCo Common Stock calculated in accordance with the Merger Agreement.
Effect of the Denali Merger
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Denali Merger (the “ Denali Effective Time ” and together with the Longevity Effective Time, the “ Effective Time ”), by virtue of the Denali Merger:
(i) each ordinary share of Denali (“ Denali Ordinary Share ”) issued and outstanding immediately prior to the Denali Effective Time (other than Purchaser Excluded Shares (as defined below)) will be automatically cancelled and converted into the right to receive one share of New PubCo Common Stock;
(ii) each Denali Ordinary Share issued and outstanding immediately prior to the Denali Effective Time with respect to which a Denali shareholder has validly exercised its redemption rights (collectively, the “ Redemption Shares ”) will not be converted into and become a share of New PubCo Common Stock, and instead will at the Denali Effective Time be converted into the right to receive from Denali, in cash, an amount per share calculated in accordance with such shareholder’s redemption rights; and
(iii) at the Denali Effective Time, by virtue of the assumption of the warrant agreement, dated as of April 6, 2022, between Denali and VStock Transfer, LLC, a California limited liability company (“the “ Warrant Agreement ”), by New PubCo, each warrant of Denali that (a) was included as part of each unit issued by Denali in a private placement to Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “ Sponsor ”), at the time of the consummation of the initial public offering (the “ IPO ”) of Purchaser Public Units (as defined in the Merger Agreement) entitling its holder to purchase one Class A ordinary share of Denali at a price of $11.50 per share (“ Denali Private Warrants ”); and (b) was included in as part of each unit issued in the IPO entitling its holder thereof to purchase one Class A ordinary share at a purchase price of $11.50 per share (“ Denali Public Warrants ” and collectively with the Denali Private Warrant, the “ Denali Warrants ”) that is outstanding immediately prior to the Denali Effective Time will automatically and irrevocably be modified to provide that such Denali Warrants will no longer entitle the holder thereof to purchase the number of Denali Ordinary Shares set forth therein and in substitution thereof such Denali Warrants will entitle the holder thereof to acquire such number of shares of New PubCo Common Stock per Denali Warrant that such holder was entitled to acquire pursuant to the terms and conditions of the Warrant Agreement.
“ Purchaser Excluded Shares ” means, without duplication, (i) the Redemption Shares, (ii) Denali Ordinary Shares (if any), that, at the Denali Effective Time, are held in the treasury of Denali, and (iii) Denali Ordinary Shares (if any), that are owned by the Company and its subsidiaries.
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (i) entity organization, standing, formation and authority, (ii) authorization to enter into the Merger Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial statements, (vi) real estate, (vii) litigation, (viii) material contracts, (ix) taxes, (x) intellectual property, (xi) absence of changes, (xii) environmental matters, (xiii) employee matters, (xiv) licenses and permits, (xv) compliance with laws, (xvi) regulatory matters, (xvii) benefit plans, (xviii) affiliate transactions, (xix) finders and brokers, and (xx) insurance. The representations and warranties of the parties contained in the Merger Agreement will terminate and be of no further force and effect as of the Closing.
Covenants
The Merger Agreement contains customary covenants of the parties, including, among others, covenants providing for (i) the operation of Company businesses in the ordinary course of business prior to consummation of the Transactions, (ii) the parties’ efforts to satisfy conditions to consummation of the Transactions, (iii) prohibitions on discussions regarding alternative transactions, (iv) the preparation and filing of a registration statement on Form S-4 (the “ Registration Statement ”) in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of the New PubCo Common Stock and warrants of New PubCo (“ New PubCo Warrants ”) to be issued pursuant to the Merger Agreement, which will also contain a prospectus and proxy statement for the purpose of soliciting proxies from Denali’s shareholders to vote in favor of certain matters (the “ Denali Shareholder Matters ”), (v) the protection of, and access to, confidential information of the parties, (vi) New PubCo, Denali, and Company’s efforts to obtain a listing of the New PubCo Common Stock and New PubCo Warrants on NASDAQ and (vii) the parties’ efforts to obtain necessary approvals from Governmental Authorities (as defined in the Merger Agreement) .
Conditions to Closing
The consummation of the Transactions is subject to customary closing conditions for transactions involving special purpose acquisition companies, including, among others: (i) approval of the Denali Shareholder Matters by Denali’s shareholders (the “ Required Denali Shareholder Approval ”), (ii) no order, statute, rule or regulation enjoining or prohibiting the consummation of the Transactions being in force, (iii) the Registration Statement having become effective, (iv) the shares of New PubCo Common Stock and New PubCo Warrants to be issued pursuant to the Merger Agreement having been approved for listing on NASDAQ, (v) Denali and New PubCo having received a fairness opinion from the Financial Advisor (as defined in the Merger Agreement), (vi) New PubCo having at least $5,000,001 of net tangible assets remaining after the Redemption (as defined in the Merger Agreement) and the private placement of New PubCo Common Stock pursuant to one or more subscription agreements, and (vii) customary bring-down conditions. Additionally, the obligations of (i) Company to consummate the Transactions are also conditioned upon, among others, aggregate unrestricted cash proceeds available, after giving effect to the payment of Denali’s and Company’s expenses, to fund the balance sheet of New PubCo, will be at least $30,000,000, and (ii) Denali, the Denali Merger Sub and the Longevity Merger Sub to consummate the Transactions are also conditioned upon, among others, (A) the closing of the acquisitions by Company of each of Cerevast Medical, Inc., Aegeria Soft Tissue, LLC, and Novokera, LLC pursuant to each of the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement and the Novokera Acquisition Agreement (as each is defined in the Merger Agreement and together, the “ Target Acquisitions ”), each in accordance with the respective terms thereof.
Termination
The Merger Agreement may be terminated as follows:
| (i) | by mutual written consent of<br><br>Company <br>and<br>Denali<br>; |
|---|---|
| (ii) | by written notice by<br><br>Company <br>or<br>Denali <br>if any of the conditions to the Closing have not been satisfied or waived by the nine-month anniversary of the date of the Merger Agreement (the “<br>Outside Date<br>”) (provided, that if<br>Denali <br>seeks and obtains an Extension (as defined in the Merger Agreement),<br>Denali <br>shall have the right by providing written notice thereof to<br>Company <br>to extend the Outside Date for an additional period equal to the shortest of (i) three (3) additional months, (ii) the period ending on the last date for<br>Denali <br>to consummate its Business Combination pursuant to such Extension and (iii) such period as determined by<br>Denali<br>); |
| --- | --- |
| (iii) | by written notice by either<br><br>Denali <br>or<br>Company <br>if a Governmental Authority of competent jurisdiction shall have issued an Order (as defined in the Merger Agreement) or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such Order or other action has become final and non-appealable; |
| --- | --- |
| (iv) | by written notice by<br><br>Company <br>to<br>Denali<br>, if (i) there has been a material breach by<br>Denali<br>, Longevity Merger Sub, Denali Merger Sub or New PubCo of any of their respective representations, warranties, covenants or agreements contained in the Merger Agreement, or if any representation or warranty of<br>Denali<br>, Longevity Merger Sub, Denali Merger Sub or New PubCo shall have become untrue or inaccurate, in any case, which would result in a failure of a closing condition to be satisfied (treating the Closing Date for such purposes as the date of the Merger Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to<br>Denali <br>or (B) the Outside Date; |
| --- | --- |
| (v) | by written notice by<br><br>Denali <br>to Company, if (i) there has been a material breach by<br>Company <br>of any of its representations, warranties, covenants or agreements contained in the Merger Agreement, or if any representation or warranty of<br>Company <br>shall have become untrue or inaccurate, in any case, which would result in a failure of a closing condition to be satisfied (treating the Closing Date for such purposes as the date of the Merger Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to<br>Company <br>or (B) the Outside Date; |
| --- | --- |
| (vi) | by written notice from<br><br>Denali <br>to<br>Company <br>if there has been a Material Adverse Effect (as defined in the Merger Agreement) on<br>Company <br>and the Targets (as defined in the Merger Agreement), taken as a whole, following the date of the Merger Agreement which is uncured for at least ten (10) Business Days (as defined in the Merger Agreement) after written notice of such Material Adverse Effect is provided by<br>Denali <br>to<br>Company<br>; and |
| --- | --- |
| (vii) | by written notice by either<br><br>Denali <br>or<br>Company <br>to the other, if the Purchaser Special Meeting (as defined in the Merger Agreement) is held (including any adjournment or postponement thereof) and has concluded,<br>Denali<br>’s shareholders have duly voted, and the Required<br>Denali <br>Shareholder Approval was not obtained. |
| --- | --- |
The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement and any related agreements. The Merger Agreement has been included as an exhibit to this Current Report on Form 8-K (this “ Current Report ”) to provide investors with information regarding its terms. It is not intended to provide any other factual information about Denali, Company or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Denali’s public disclosures.
A copy of the Merger Agreement will be filed by amendment on Form 8-K/A to this Current Report as Exhibit 2.1 and the foregoing description of the Merger Agreement is qualified in its entirety by reference thereto.
Related Agreements
Longevity Support Agreement
In connection with the execution of the Merger Agreement, the sole stockholder of Company (the “ Voting Stockholder ”) has entered into a Voting and Support Agreement (the “ Longevity Support Agreement ”), pursuant to which the Voting Stockholder has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) be bound by certain other covenants and agreements related to the Transactions. The Voting Stockholder holds sufficient shares of Company to cause the approval of the Transactions on behalf of Company .
A copy of the Longevity Support Agreement will be filed by amendment on Form 8-K/A to this Current Report as Exhibit 10.1 and the foregoing description of the Longevity Support Agreement is qualified in its entirety by reference thereto.
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, Denali, Company and Sponsor have entered into a Voting and Support Agreement (the “ Sponsor Support Agreement ”). The Sponsor Support Agreement provides that Sponsor agrees (i) to vote in favor of the proposed transactions contemplated by the Merger Agreement, (ii) to appear at the Purchaser Special Meeting for purposes of constituting a quorum, (iii) to vote against any proposals that would materially impede the proposed transactions contemplated by the Merger Agreement, (iv) to not redeem any Denali Ordinary Shares held by it that may be redeemed and (v) to waive any adjustment to the conversion ratio set forth in Denali’s amended and restated memorandum and articles of association with respect to the Class B ordinary shares of Denali (the "Class B Shares") held by the Sponsor, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.
In support of the transaction, Sponsor and FutureTech Capital LLC, a Delaware limited liability company and an entity controlled by Yuquan Wang, the Chairman of the Board of Company (the “ Investor ”), entered into a Sponsor Membership Interest Purchase Agreement dated November 8, 2022 (the “ MIPA ”). Investor currently holds notes payable from Company in the aggregate principal amount of $2.45 million that are convertible into approximately 1.6 million of Company Common Stock, and is also an affiliate of a significant group of stockholders of Cerevast Medical, Inc. Pursuant to the MIPA, Investor agreed to purchase 625,000 Class B Units of membership interests in Sponsor (“ Sponsor Membership Units ”) for a total purchase price of $5 million, $2 million of which has been paid in exchange for 250,000 Sponsor Membership Units as of the date of the Merger Agreement. Pursuant to the MIPA, Investor has agreed to pay the $3 million balance of the purchase price for the remaining 375,000 Sponsor Membership Units no later than two business days prior to the closing of the Business Combination. Each Sponsor Membership Unit entitles Investor to receive one Class B Share held by Sponsor, each of which will convert into one share of New PubCo Common Stock at the closing of the Business Combination. Investor also agreed pursuant to the MIPA to pay any extension fees required to extend the time to close the Business Combination and to reimburse Sponsor’s incurred expenses related to the Business Combination if the Business Combination does not close.
A copy of the Sponsor Support Agreement will be filed by amendment on Form 8-K/A to this Current Report as Exhibit 10.2 and the foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On January 26, 2023, Denali and Company issued a joint press release (the “ Press Release ”) announcing the Transactions. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Denali under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
| Item 9.01. | Financial Statement and Exhibits. |
|---|
(d) Exhibits.
The Exhibit Index is incorporated by reference herein.
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No Offer or Solicitation
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Current Report does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward Looking Statements
Certain statements included in this Current Report are not historical facts but are forward-looking statements, including for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, expectations related to the terms, satisfaction of conditions precedent and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of Denali’s and Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Company. These forward-looking statements are subject to a number of risks and uncertainties, including: changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required stockholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination; failure to realize the anticipated benefits of the Business Combination; risks relating to the uncertainty of the projected financial information with respect to Company; risks and costs relating to the regulatory approvals and compliance applicable to Company’s products; Company’s ability to obtain sufficient working capital; Company’s level of indebtedness; Company’s ability to successfully and timely acquire, develop, sell and expand its technology and products, and otherwise implement its growth strategy; risks relating to Company’s operations and business, including information technology and cybersecurity risks; risks related to the loss of requisite licenses; risks relating to potential disruption of current plans, operations and infrastructure of Company as a result of the announcement and consummation of the Business Combination; risks that Company is unable to secure or protect its intellectual property; risks that the combined company experiences difficulties managing its growth and expanding operations; the ability to compete with existing or new companies that could slow the development of Company’s products or cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share; the amount of redemption requests made by Denali’s shareholders; the impact of the COVID-19 pandemic; the ability to successfully select, execute or integrate future acquisitions into the business, which could result in material adverse effects to operations and financial conditions; and those factors discussed in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in Denali’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and in those documents that Denali or New PubCo has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional risks that neither Denali nor Company presently know or that Denali and Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect Denali’s and Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report. Denali and Company anticipate that subsequent events and developments will cause Denali’s and Company’s assessments to change. However, while Denali and Company may elect to update these forward-looking statements at some point in the future, Denali and Company specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Denali’s and Company’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Important Information for Investors and Stockholders
The Business Combination will be submitted to shareholders of Denali for their consideration and approval at a special meeting of shareholders. Denali and Company will prepare the Registration Statement to be filed with the SEC by New PubCo, which will include preliminary and definitive proxy statements to be distributed to Denali’s shareholders in connection with Denali’s solicitation for proxies for the vote by Denali’s shareholders in connection with the Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Denali’s shareholders and certain of Company’s equity holders in connection with the completion of the Business Combination. After the Registration Statement has been filed and declared effective, Denali will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. Denali’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with Denali’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about Denali, Company and the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by Denali, without charge, at the SEC’s website located at www.sec.gov .
Participants in the Solicitation
Denali and Company and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Denali’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding Denali’s directors and executive officers in Denali’s filings with the SEC, including Denali’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Denali’s shareholders in connection with the Business Combination, including a description of their direct and indirect interests, which may, in some cases, be different than those of Denali’s shareholders generally, will be set forth in the Registration Statement. Shareholders, potential investors and other interested persons should read the Registration Statement carefully when it becomes available before making any voting or investment decisions.
This Current Report is not a substitute for the Registration Statement or for any other document that Denali or New PubCo may file with the SEC in connection with the potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by Denali and New PubCo through the website maintained by the SEC at http://www.sec.gov.
EXHIBIT INDEX
| Exhibit <br>No. | Description |
|---|---|
| 99.1 | Joint Press Release of Longevity Biomedical, Inc. and Denali Capital Acquisition Corp. issued January 26, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Denali Capital Acquisition Corp. agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
| --- | --- |
SIGNATURE
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.
| DENALI CAPITAL ACQUISITION CORP. | ||
|---|---|---|
| Date: January 25, 2023 | By: | /s/ Lei Huang |
| Name: | Lei Huang | |
| Title: | Chief Executive Officer |
Exhibit 99.1
Longevity Biomedical, Inc. and Denali Capital AcquisitionCorp. Announce Business Combination to Create Nasdaq-Listed Biopharmaceutical Company Focused on Advancing New Technologies to PromoteHuman Health and Longevity
| - | Longevity Biomedical is focused on developing and acquiring new technologies spanning therapeutics, health<br>monitoring and digital health solutions to become a leading provider of longevity-related products and services designed to increase health<br>span for the rapidly growing global aging population. |
|---|---|
| - | Late-stage, diversified pipeline of therapeutic candidates across ophthalmology, cardiovascular disease<br>and soft tissue reconstruction and repair. |
| --- | --- |
| - | Total proceeds expected to bring minimum pro forma cash balance of $30 million with cash runway into 2025. |
| --- | --- |
| - | Near-term clinical milestones include Phase 3 start for LBI-201 for Ischemic stroke, Phase 2 data for<br>LBI-101 for soft-tissue reconstruction, Phase 2 start for LBI-001 in retinal vein occlusion, and completion of preclinical and formulation<br>studies for LBI-002 in corneal blindness. |
| --- | --- |
| - | Seasoned management team of medtech and biopharmaceutical veterans with track record of acquiring, developing<br>and commercializing novel technologies. |
| --- | --- |
| - | Post-combination company to list on Nasdaq under ticker symbol “LBIO.” |
| --- | --- |
| - | Business combination expected to close in Q2 2023. |
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New York – January 26, 2023 –Longevity Biomedical, Inc. (“Longevity” or “Longevity Biomedical”), a biopharmaceutical company focused on advancing new technologies across therapeutics, health monitoring and digital health solutions to increase human health span, and Denali Capital Acquisition Corp. (“Denali”) (NASDAQ: DECA), a publicly traded special purpose acquisition company (“SPAC”), today announced that they have entered into a definitive business combination agreement (the “BCA”). Upon closing of the transaction pursuant to the BCA, the combined company (the “Combined Company”) will operate as Longevity Biomedical, Inc. and is expected to list on Nasdaq under the ticker symbol “LBIO.”
Despite the rapid pace of global population aging, Longevity Biomedical believes the current market for longevity-related products and services is fragmented and that, particularly as it relates to low- and middle-income countries, it is difficult for healthcare consumers to find and purchase the products, technologies and services to address their individual aging needs. To address this unmet need, Longevity Biomedical aims to become a consolidator and leading provider of advanced therapeutic, health monitoring and digital health technologies designed to restore tissue form and function and increase health span for the rapidly growing aging population. To achieve this goal, Longevity intends to build on its existing platform of diversified, late-stage technologies by leveraging its seasoned executive team to continue acquiring first-in-class technologies, products and services that address the growing market of age-related diseases and conditions. Longevity has established an existing pipeline of late-stage, diversified therapeutic candidates addressing cardiovascular disease, ophthalmology and soft tissue reconstruction and repair through the proposed acquisitions of the following technologies:
| - | LBI-201 is a non-invasive ultrasonic device being investigated for treatment of ischemic stroke, the second<br>leading cause of death worldwide. It is designed for rapid, convenient delivery of transcranial ultrasound in combination with conventional<br>thrombolytic drug therapy to increase restoration of blood flow in stroke patients with large vessel occlusions that do not have immediate<br>access to thrombectomy facilities and services. Previous clinical studies have demonstrated a nearly two-fold increase in complete vessel<br>recanalization compared to thrombolytic drug therapy alone. The Phase 3 trial to support product approval is scheduled to begin in 2023. |
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| - | LBI-001 combines intravenous administration of microspheres with non-invasive ultrasound as a potential<br>treatment of retinal vein occlusion, one of the most common causes of retinal blindness worldwide. LBI-001 Phase 1 clinical results provided<br>favorable safety data and demonstrated improvements in key visual measurements. Initiation of a randomized, placebo-controlled Phase 2<br>trial is expected in 2023. |
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| - | LBI-101 is an off-the-shelf allogenic tissue biomaterial being investigated in a Phase 2 clinical study<br>for permanent reconstruction of soft tissue affected by aging, traumatic injuries, and surgical procedures. The injectable application<br>is designed to stimulate tissue repair and regeneration. Clinical studies of LBI-101 have demonstrated initial safety, biocompatibility,<br>and new tissue formation without scarring typically associated with injections. A Phase 2 trial is currently ongoing, with full results<br>targeted for 2024. |
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| - | LBI-002 is a biosynthetic cornea being investigated as a replacement product that will potentially address<br>the significantly underserved market of corneal transplant patients who are reliant on a limited supply of human donor tissue. LBI-002<br>has similar optical properties as human tissue, enables nerve regeneration and epithelial growth and potentially eliminates the need for<br>long-term immunosuppressive drugs to combat transplant rejection. Formulation and preclinical studies are scheduled to be initiated in<br>2023. |
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In addition to these clinical stage technologies, Longevity will have, upon the closing of the transactions contemplated by the C&E Agreements described below, a pipeline of preclinical stage indications across its initial therapeutic areas of focus. Longevity also plans to seek to acquire additional cutting-edge health technologies in the areas of health monitoring and digital health solutions.
“Longevity Biomedical is dedicated to advancing science-driven solutions to improve human health. This business combination will provide the platform to advance cutting-edge technologies spanning multiple areas of unmet medical need for the aging population,” said Bradford A. Zakes, Chief Executive Officer of Longevity Biomedical. “The proceeds from this transaction will allow Longevity to reach significant clinical development milestones for our four leading technologies that have demonstrated successful results in clinical studies. In addition, Longevity will retain an opportunistic, visionary approach to future health advancements in the areas of health monitoring and digital health solutions.”
“Longevity is focused on offering impactful, meaningful health solutions and services that are readily accessible to the growing aging patient market,” said Mr. Lei Huang, Chief Executive Officer of Denali. “Longevity is acquiring a deep portfolio of health technologies and has an experienced leadership team with a visionary approach to addressing human health span. In addition to advancing these current late-stage technologies, the Company will be opportunistic in its efforts to bring the latest in human health advances to aging populations globally.”
Transaction Overview
The transaction represents a pro forma equity valuation of approximately $236.2 million of the Combined Company, assuming no redemptions of Denali public shares by Denali’s public shareholders. The estimated cash proceeds available to the Combined Company from the transaction consists of Denali’s $85.4 million of cash held in trust. The proceeds will be used to complete a Phase 3 study for LBI-201, complete a Phase 2 study for LBI-001, complete a Phase 2 and initiate a Phase 3 study for LBI-101, and complete the formulation and pre-clinical studies for LBI-002.
The Combined Company may seek a $30 million pre-transaction PIPE that is expected to close concurrently with the closing of the transaction.
Longevity has entered into Contribution and Exchange Agreements (collectively and as amended, the “C&E Agreements”) with each of Cerevast Medical, Inc., a Delaware corporation, Aegeria Soft Tissue, LLC, a Delaware limited liability company, and Novokera, LLC, a Nevada limited liability company (collectively, the “Targets”), pursuant to which, immediately prior to the closing of the proposed transaction between Longevity and Denali under the BCA, Longevity will acquire all of the issued and outstanding equity securities of each of the Targets from the current equity holders in exchange for shares of common stock of Longevity. The Targets are developing the therapeutic candidates across ophthalmology, cardiovascular disease and soft tissue reconstruction and repair as described above. As a result of the transactions contemplated by the C&E Agreements, each of the Targets will be a wholly-owned, indirect subsidiary of the Combined Company upon closing of the transactions contemplated by the BCA.
Upon closing of the transactions contemplated under the BCA, and assuming none of Denali’s public shareholders elect to redeem their shares of common stock and no additional shares of common stock are issued, it is anticipated that Denali’s public shareholders would retain an ownership interest of approximately 34.9% of the Combined Company, the sponsors, officers, directors and other holders of Denali founder shares and private shares will retain an ownership interest of approximately 10.9% of the Combined Company, and the Longevity stockholders will own approximately 54.2% of the Combined Company. The existing stockholder of Longevity and the former Target equity holders who receive shares of Longevity common stock at the closing of the Target acquisitions are expected to roll 100% of their equity into the Combined Company.
The board of directors of each of Denali and Longevity unanimously approved the transaction, which is expected to occur in Q2 2023. The transaction will require the approval of the shareholders of Denali and Longevity, and is subject to other customary closing conditions including the receipt of certain SEC regulatory approvals.
Additional information about the proposed transaction, including a copy of the BCA, will be provided in a Current Report on Form 8-K to be filed by Denali with the SEC and available at www.sec.gov.
Advisors
US Tiger Securities, Inc. is acting as business combination advisor to Denali. Sidley Austin LLP is acting as legal advisor to Denali. Nelson Mullins Riley & Scarborough LLP is acting as legal advisor to Longevity.
About Longevity
Longevity Biomedical is a biopharmaceutical company focused on advancing technologies across therapeutics, health monitoring and digital health solutions to restore tissue form and function in order to increase and improve health span. Longevity’s mission is to become a consolidator and a leading provider of products and services designed to help people live longer, healthier lives. Longevity is acquiring a differentiated therapeutic pipeline of late-stage clinical technologies across ophthalmology, cardiovascular disease and soft tissue reconstruction and repair. Building on this platform, Longevity intends to acquire and/or partner with other health technology companies to become a leading provider of products and services designed to increase and improve health span amongst the rapidly growing aging patient population. Longevity is led by a team of industry experts and scientific advisors with significant experience acquiring, developing and commercializing cutting-edge health technologies. Longevity is headquartered in Bothell, Washington.
About Denali
Denali Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a business combination, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.
Additional Information and Where to Find It
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently available to Denali and Longevity. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of Longevity’s business plans including its plans to expand, the sources and uses of cash from the proposed transaction, the anticipated enterprise value of the Combined Company following the consummation of the proposed transaction, any benefits of Longevity’s partnerships, strategies or plans as they relate to the proposed transaction, anticipated benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each of Denali and Longevity believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of Denali and Longevity caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus included in the registration statement on Form S-4 relating to the proposed transaction, which is expected to be filed by Denali with the SEC, and described in other documents filed by Denali or Longevity from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither Denali nor Longevity can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure to obtain approval from Denali’s shareholders or satisfy other closing conditions in the BCA, the occurrence of any event that could give rise to the termination of the BCA, the ability to recognize the anticipated benefits of the business combination, the amount of redemption requests made by Denali’s public shareholders, costs related to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the final prospectus for Denali’s initial public offering filed with the SEC on April 7, 2022 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither Denali or Longevity currently know or that Denali and Longevity currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Denali, Longevity, their respective directors, officers or employees or any other person that Denali and Longevity will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent the views of Denali and Longevity as of the date of this communication. Subsequent events and developments may cause those views to change. However, while Denali and Longevity may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Denali or Longevity as of any date subsequent to the date of this communication.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Denali or Longevity, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Important Additional Information Regarding theTransaction Will Be Filed With the SEC
In connection with the proposed business combination, a registration statement on Form S-4 is expected to be filed with the SEC containing a preliminary proxy statement and a preliminary prospectus, and after the registration statement is declared effective, Denali will mail a definitive proxy statement/prospectus relating to the proposed business combination to its shareholders and Longevity’s stockholders. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Denali’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these materials will contain important information about Longevity, Denali and the proposed business combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to shareholders of Denali as of a record date to be established for voting on the proposed business combination. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Denali Acquisition Corp., 437 Madison Avenue, 27th Floor, New York, New York 10022, telephone number (646) 978-5180, Attention: Lei Huang, Chief Executive Officer.
Participants in the Solicitation
Denali and Longevity and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Denali’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Denali’s shareholders in connection with the proposed business combination will be set forth in a registration statement on Form S-4, including a proxy statement/prospectus, when it is filed with the SEC.
Investors and security holders may obtain moredetailed information regarding the names and interests in the proposed transaction of Denali’s directors and officers in Denali’sfilings with the SEC and such information will also be in the Registration Statement to be filed with the SEC, which will include theproxy statement/prospectus of Denali for the proposed transaction.
For investor and media inquiries, please contact:
Investor Relations
Longevity Biomedical, Inc.
Kendall IR
Laren Stival Hopfer
Lhopfer@kendallir.com
(201) 841-6116
Media Relations
Rathbun Communications
Julie Rathbun
julie@rathbuncomm.com