HELX ACQU Item 1.01. Entry into a Material Definitive Agreement.
On
This Current Report on Form 8-K (this "Current Report") provides a summary of the Business Combination Agreement and the other agreements entered into and contemplated in connection with the Business Combination (as defined below). The descriptions of these agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of such agreements, copies of which are attached here as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, and 10.5 hereto.
Business Combination Agreement
Following completion (the "Closing" and the date of Closing, the "Closing Date") of the business combination contemplated by the Business Combination Agreement (the "Business Combination"), the existing equityholders of MoonLake will retain their equity interests in MoonLake (except as noted below with respect to the BVF Shareholders) and will receive a number of non-economic voting shares in Helix determined by multiplying the number of MoonLake Common Shares (as defined below) held by them immediately prior to the Closing by the Exchange Ratio; and Helix will receive a controlling equity interest in MoonLake in exchange for making the Cash Contribution (as defined below). The Exchange Ratio is the quotient obtained by dividing (a) 360,000,000 by (b) the fully diluted shares of Moonlake prior to the Closing by (c) 10. Substantially all of the assets and business of MoonLake and Helix will be held by MoonLake as the operating company following the Closing. At the Closing, Helix will change its name to "MoonLake Immunotherapeutics."
The Business Combination has been approved by the boards of directors of each of Helix and MoonLake. The Closing is expected to occur late in the fourth quarter of 2021 or early in the first quarter of 2022, following the receipt of the required approval by MoonLake's and Helix's shareholders and the satisfaction of certain other customary closing conditions.
Business Combination Structure
Assuming approval of the Business Combination by Helix's shareholders and the satisfaction or waiver of the other closing conditions set forth in the Business Combination Agreement, the following transactions will occur:
(i) At the Closing, all then-outstanding Class B ordinary shares of Helix, par
value $0.0001 per share (the "Helix Class B Ordinary Shares"), will be
automatically converted into Class A ordinary shares of Helix, par value
$0.0001 per share (the "Helix Class A Ordinary Shares"), on a one-for-one
basis.
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(ii) At the Closing, Helix will amend and restate its existing memorandum and
articles of association (as amended and restated, the "A&R Memorandum and
Articles") to, among other things, establish a share structure containing
the Helix Class A Ordinary Shares, which will carry economic and voting
rights, and Class C ordinary shares of Helix, par value $0.0001 per share
(the "Helix Class C Ordinary Shares"), which will carry voting rights but no
economic rights.
(iii) One business day prior to the Closing Date, subject to approval by
MoonLake's shareholders and registration by the competent Swiss commercial
register, the ML Parties and MoonLake will effectuate a restructuring of
the share capital of MoonLake (the "Restructuring"), to, among other
things, (x) convert the existing Series A preferred shares of MoonLake, par
value of CHF 0.10 per share (the "MoonLake Series A Preferred Shares") into
an equal number of common shares of MoonLake with a par value CHF 0.10 per
share (the "MoonLake Common Shares"), such that the ML Parties will hold a
single class of capital stock of MoonLake immediately prior to the Closing
and (y) approve a capital increase for the issuance of Class V Voting
Shares of MoonLake, par value CHF 0.01 per share, each Class V Voting Share
due to its lower par value having ten times the voting power of a MoonLake
Common Share (the "MoonLake Class V Voting Shares").
(iv) At least four business days prior to the Closing Date, Helix and MoonLake
will determine as of such date (x) the cash in Helix's trust account
established in connection with Helix's initial public offering (the "Trust
Account"), less amounts required to satisfy any redemptions and less the
aggregate amount of any unpaid Helix transaction expenses plus the aggregate
proceeds actually received by Helix from any consummated PIPE (as defined
below) as of such date (collectively, the "Preliminary Investment Amount"),
and (y) the number of MoonLake Class V Voting Shares to be issued by
MoonLake to Helix at the Closing, which will be equal to (A) the Preliminary
Investment Amount divided by (B) the Exchange Ratio (such number of shares,
the "Preliminary Class V Voting Shares").
(v) At least three business days prior to the Closing Date, Helix will transfer
an amount equal to the product of the Preliminary Class V Voting Shares
multiplied by CHF 0.01 (the nominal amount of each MoonLake Class V Voting
Share) to a blocked Swiss bank account of the Company.
(vi) On the Closing Date, Helix and MoonLake will determine (x) the aggregate
cash available to the combined company following the Closing, based on the
amount of cash in the Trust Account less amounts actually required to
satisfy any payments made in satisfaction of redemptions by Helix's public
shareholders and the payment of certain permitted transaction expenses of
Helix plus the aggregate proceeds actually received from the PIPE
(collectively, the "Available Closing Date Cash"), (y) the final number of
MoonLake Class V Voting Shares attributable to Helix at the Closing based on
the Available Closing Date Cash, and (z) the Available Closing Date Cash
less the product of the Preliminary Class V Voting Shares and CHF 0.01 (the
"Cash Contribution").
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(vii) On the Closing Date, Helix will pay all unpaid transaction expenses and
then pay the Cash Contribution to MoonLake.
(viii) If the Available Closing Date Cash is lower than the Preliminary
Investment Amount, at the election of MoonLake, Helix will retransfer to
MoonLake the number of MoonLake Class V Voting Shares at par value that
have been issued in excess.
(ix) On the Closing Date, following the Restructuring, certain of the ML Parties
(the "BVF Shareholders") will assign all of their MoonLake Common Shares to
Helix and Helix will issue to the BVF Shareholders an aggregate amount of
Helix Class A Ordinary Shares equal to the product of such number of
assigned MoonLake Common Shares and the Exchange Ratio.
(x) On the Closing Date, Helix will issue the Helix Class
the ML Parties (other than the BVF Shareholders).
Business Combination Consideration
The ML Parties (other than the BVF Shareholders) will be issued, for nominal
consideration, Helix Class
Governance
Helix has agreed to take all action within its power as may be necessary or
appropriate such that, effective immediately after the Closing, the Helix board
of directors will consist of seven directors, which will initially include:
Representations and Warranties; Covenants
The Business Combination Agreement contains customary representations and warranties of MoonLake and its subsidiaries, the ML Parties, and Helix.
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The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy the conditions to consummation of the Business Combination. . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report is
incorporated by reference herein to the extent required. The Helix Class
Item 7.01. Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto is an investor presentation, dated
Furnished as Exhibit 99.3 hereto is the transcript prepared and used by Helix
and MoonLake in an investor conference call held on
The information in this Item 7.01 and Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into Helix's filings under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
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Cautionary Statement Regarding Forward Looking Statements
This Current Report contains certain "forward-looking statements" within the
meaning of the
Forward-looking statements are based on current expectations and assumptions that, while considered reasonable by Helix and its management, and MoonLake and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Helix's securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the Business Combination Agreement by the shareholders of Helix, the satisfaction of the minimum amount of the Available Closing Date Cash following any redemptions by Helix's public shareholders and the receipt of certain governmental and regulatory approvals, (iii) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (v) the effect of the announcement or pendency of the transaction on the business relationships, operating results, and business generally of MoonLake, (vi) risks that the proposed transaction disrupts current plans and operations of MoonLake, (vii) the outcome of any legal proceedings that may be instituted against MoonLake or Helix related to the agreement or the proposed transaction, (viii) the ability to maintain the listing of Helix's securities on Nasdaq or another national securities exchange, (ix) changes in the competitive and regulated industries in which MoonLake operates, variations in operating performance across competitors, changes in laws and regulations affecting the business of MoonLake, and changes in the combined capital structure, and (x) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize projected results and underlying assumptions, including with respect to anticipated shareholder redemptions.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the
"Risk Factors" section of the proxy materials discussed above, and other
documents filed by Helix from time to time with the
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Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Helix nor MoonLake undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or in the events, conditions or circumstances on which any such statement is based.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Helix intends to file a
proxy statement and other documents with the
Participants in Solicitation
Helix and MoonLake and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in favor of the
proposed transaction and related matters. Information regarding Helix's
directors and executive officers is contained in the section of Helix's
registration statement on Form S-1 titled "Management," which was filed with the
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Trademarks
This Current Report may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Current Report may be listed without the TM, SM © or ® symbols, but Helix and MoonLake will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
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Item 9.01 Exhibits.© Edgar Online, source
