Vision Sensing Acquisition Corp. Announces Definitive Agreement and Plan of Merger with Mediforum Co., Ltd

2024-01-17

临床2期并购

The Combined Company Is Expected To Trade On Nasdaq Post-Closing Under A New Ticker Symbol

Mediforum is a leading biotechnology company in Korea that focuses on researching and developing ethical drugs and diagnostic reagents, and strategic application products primarily derived from natural material i.e., Korean and oriental traditional medicine to ensure safety and efficacy.

Mediforum has been principally involved in drug development with two pipeline drugs: PM012 for Alzheimer’s Disease (AD); and MF018 for Chemotherapy-Induced Peripheral Neuropathy (CIPN), both currently are in Phase 2b and Phase 2 clinical trials in Korea, respectively.

Vision Sensing Acquisition Corp. (“VSAC”) is a NASDAQ listed special purpose acquisition company trading under the ticker symbol “VSAC.”

Mediforum will have a pre-money enterprise value of US$250 million at closing, and is also looking to secure additional financing in an amount up to US$50 million from private placement of equity, debt or other alternative financing.

Jan. 16, 2024 -- Vision Sensing Acquisition Corp. (NASDAQ: VSACU, VSAC, VSACW) (the “Company” or “VSAC”), a special purpose acquisition company, announced today that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) withMediforum Co., Ltd (“Mediforum”), a prominent biotechnology company based in Korea, specializing in the research and development of ethical drugs, diagnostic reagents, and strategic application products, providing for a proposed business combination that, if consummated, will result in Mediforum becoming a publicly listed company. Subject to the terms and conditions set forth in the Merger Agreement, upon the closing of the transactions, the combined company will be listed on NASDAQ under a new ticker symbol.

Mediforum, a leading biotechnology firm in Korea, stands as a global pioneer in biotechnology, dedicated to advancing biomedical sciences through innovative and ethical practices. Founded by accomplished researchers, the company's mission revolves around improving the quality of life for those facing conditions such as Alzheimer's disease (AD) and neuropathic pain. With a diverse portfolio ranging from anti-dementia medications to health functional foods, Mediforum is at the forefront of biomedical innovation. Notably, their flagship product, PM012, is currently undergoing Phase 2b clinical trials for Alzheimer's disease (AD) with plans for subsequent Phase 3 trials in Korea and the U.S. Additionally, PM012 is exploring indication expansion for Parkinson’s disease (PD) and stroke, showcasing its potential in addressing broader neurological challenges. Actively addressing the non-narcotic therapies, Mediforum is also developing MF018, currently in Phase 2 clinical trials for Chemotherapy-Induced Peripheral Neuropathy (CIPN). Following the successful Phase 2 trials, Phase 3 clinical trials are planned in Korea and the U.S. for MF018. The evaluation for diabetic peripheral neuropathy (DPN) further positions MF018 as a versatile solution in neuropathic conditions. The company recently achieved a milestone by becoming the first Korean biotech entity to list on NASDAQ, solidifying its global industry leadership. Mediforum's corporate culture, centered on technology, innovation, and leadership, underscores its commitment to transformative healthcare solutions.

Mediforum’s current management team is expected to continue running the combined company after the transaction.

“Mediforum is thrilled to announce the merger with VSAC and its debut on the NASDAQ. The company has made significant progress in the field of Alzheimer’s disease (AD) treatment development, and the recently released interim results from the Phase 2b clinical trial are reinforcing the company’s success in this area. The company’s Alzheimer’s disease (AD) treatment, fundamentally different from existing treatments, is a ground-breaking therapeutic agent that effectively treats dementia. If launched, it is expected to debut as a revolutionary treatment in the field of biomedicine.” said Chankyu Kim, Chairman of Mediforum.

George Sobek, Chief Executive Officer of VSAC added, “We are very excited about the business combination with Mediforum and the opportunity the transaction affords to our investors. Mediforum has built a unique pipeline of pharmaceutical formulations that have shown great promise in treatment for Alzheimer’s, Parkinson’s disease, stroke and Chemotherapy Induced Peripheral Neuropathy. We are pleased to participate in these important contributions toward treatment of these major conditions.”

“Facilitating and coordinating this collaboration among the parties was no small feat. Despite the challenges posed by experiential differences and diverse origins, our collective commitment and strategic vision have triumphed. I commend the dedicated efforts of all parties involved” said Jason Wong, Founder and CEO of Norwich Capital Limited

Transaction Terms

Under the terms of the Merger Agreement, a new company will be formed in British Virgin Islands (“PubCo”) for the purpose of participating in the transactions contemplated in the Merger Agreement and becoming the publicly traded holding company upon the closing of the business combination. Prior to the closing, (i) Mediforum will restructure and redomesticate (“Restructuring and Redomestication”) to the British Virgin Islands (the “BVI Company”); (ii) Merger Sub 1, a British Virgin Islands business company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into the BVI Company (“Initial Merger”), the separate existence of Merger Sub 1 will cease and the BVI Company will be the surviving corporation of the Initial Merger; (iii) Merger Sub 2, a Delaware company and wholly owned subsidiary of PubCo, will be formed for the purpose merging with and into VSAC (“SPAC Merger”), the separate existence of Merger Sub 2 will cease and VSAC will be the surviving corporation of the SPAC Merger. Both the surviving corporations of Initial Merger and SPAC Merger will be direct wholly owned subsidiaries of PubCo.

The consideration for the transaction (the “Merger Consideration”) shall be $250,000,000. Upon the closing, the shareholders of the BVI Company will receive 25,000,000 Class A Ordinary Shares of PubCo, valued at $10.00 per share (“PubCo Shares”), as the Merger Consideration.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement relating to the transaction, a copy of which will be filed by VSAC with the SEC as an exhibit to a Current Report on Form 8-K. Other interested parties are urged to read the Merger Agreement in its entirety.

About Mediforum

Mediforum Co., Ltd is a leading Korean biotechnology company established in 2015, headquartered in Seoul, Korea and led by a management team that has a deep understanding of the biotech industry and a proven track record of success. Mediforum’s mission is to enhance the quality of life for those facing conditions like Alzheimer's disease (AD) and neuropathic pain. With a diverse portfolio, including anti-dementia medications and health functional foods, our flagship product, PM012, is currently in Phase 2b trials for Alzheimer's disease (AD), with plans for subsequent Phase 3 trials in Korea and the U.S. PM012 also explores indications for Parkinson’s disease (PD) and stroke. Addressing the non-narcotic therapies, MF018 is in Phase 2 for Chemotherapy-Induced Peripheral Neuropathy (CIPN), with Phase 3 trials planned. Its versatility extends to Diabetic Peripheral Neuropathy (DPN). As Mediforum anticipate its listing on NASDAQ, Mediforum is poised to become the first Korean biotech on this global platform, solidifying their commitment to technology, innovation, and transformative healthcare solutions. For more information, please visit: http://gmediforum.com/us.

Norwich Capital Limited and American General Business Association & SME Overseas IPO Capital Group are acting as the Lead Advisor and Co-Advisor for Mediforum, Loeb & Loeb LLP is acting as the US Legal Counsel to Mediforum and Next Law LLP is acting as the Korean Legal Counsel to Mediforum.

About Vision Sensing Acquisition Corp.

Vision Sensing Acquisition Corp. (“VSAC”) is a Special Purpose Acquisition Company (“SPAC”) that has been established to focus on the acquisition of a private technology company. For more information visit www.vision-sensing.com.

EF Hutton, division of Benchmark Investments, LLC, is serving as Capital Market Advisor to VSAC and ARC Group Limited is serving as Financial Advisor to VSAC.

The content above comes from the network. if any infringement, please contact us to modify.

机构