On October 3, 2022 Estrella Biopharma, a preclinical-stage biopharmaceutical company focusing on cancer therapeutics, and TradeUP Acquisition Corp., a publicly traded special purpose acquisition company, reported that they have entered into a definitive business combination agreement on September 30, 2022 that will result in Estrella becoming a publicly listed company (Press release, Estrella Biopharma, OCT 3, 2022, View Source [SID1234628554]).
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
Upon closing of the transaction, TradeUP will be renamed "Estrella Immunopharma, Inc." (the "Combined Company").
Estrella is a preclinical-stage biopharmaceutical company developing CD19-targeted ARTEMIS️ T-cell therapies under certain license agreements with the capacity to address treatment challenges for patients with blood cancers and solid tumors. Estrella’s lead product candidate, EB103, a CD19-Redirected ARTEMIS️ T-cell therapy, targets CD19, a protein expressed on the surface of almost all B-cell leukemias and lymphomas. Estrella is also developing EB104, a CD19/22 duel-targeting ARTEMIS️ T-cell therapy, which targets both CD19 and CD22, a protein expressed on the surface of mature B lymphocytes. EB103 and EB104 utilize the ARTEMIS Cell Receptor Platform technologies Estrella has in-licensed from Eureka Therapeutics, Inc. ("Eureka") earlier this year. Estrella is also collaborating with Imugene Ltd and its product candidate, CF33-CD19t, an oncolytic virus ("CF33-CD19t"), which forces solid tumor cells to express a CD19 target, to treat solid tumors in a "Mark and Kill" strategy.
Estrella’s President and CEO, Cheng Liu, PhD and the current management team will continue to lead the Combined Company. Dr. Liu will also continue in his role as President and CEO of Eureka.
"Estrella is committed to making a meaningful difference in areas of unmet medical needs by continue advancing our pipeline programs into the clinics. The team is confident that fueled by ARTEMIS technologies, EB103 and EB104 have the potential to address blood cancers while mitigating safety concerns. Meanwhile, we plan to extend the use of our CD19 ARTEMIS️ T-cell therapy into diverse solid tumors by combining with Imugene’s CF33-CD19t in the novel "Mark and Kill" approach," said Dr. Liu, President and CEO of Estrella. "We are delighted to have found such a stellar group of partners and investors as we take the next step in our growth trajectory as a public company."
Weiguang Yang, Co-CEO of TradeUP, commented: "We are truly excited about the merger with Estrella. Estrella represents a rare opportunity to further advance T-cell therapies in minimizing life-threatening side effects such as Cytokine Release Syndrome ("CRS") and has the potential to address blood cancers while mitigating safety concerns. The collaboration with Imugene is expected to tackle the major challenge for current T-cell therapies in solid tumor treatment. We believe this business combination will provide Estrella or the Combined Company the financial resources to continue developing its lead drug candidate and bring its novel therapies to fruition."
Transaction Overview
The pro forma equity valuation (assuming no redemptions) of the Combined Company is expected to be approximately $398.5 million. Estimated cash proceeds to the Combined Company from the transaction are expected to consist of TradeUP’s approximately $45.4 million of cash in trust (assuming no redemptions).
Upon the closing of the transaction, and assuming none of TradeUP’s public stockholders elect to redeem their shares of common stock and no additional shares of common stock are issued upon the closing of the transaction, it is anticipated that TradeUP’s public stockholders would retain an ownership interest of approximately 11.1% in the Combined Company, the sponsors, officers, directors and other holders of TradeUP founder shares will retain an ownership interest of approximately 3.6% of the Combined Company, and the Estrella stockholders will own approximately 81.6% of the Combined Company.
The board of directors of each of TradeUP and Estrella as well as stockholders of Estrella approved the transaction, which is expected to close in the first half of 2023. The transaction will require the approval of the stockholders of TradeUP and is subject to other customary closing conditions including the receipt of certain regulatory approvals.
Additional information about the proposed transaction, including a copy of the business combination, will be provided in a Current Report on Form 8-K to be filed by TradeUP with the SEC and available at www.sec.gov.