Werewolf Therapeutics拟与Ambros全股票合并并同步完成1.5亿美元PIPE融资

Werewolf Therapeutics (HOWL) and Ambros Therapeutics have entered into a definitive merger agreement to combine in an all-stock deal. The combined company will focus on advancing Ambros Therapeutics neridronate development program in Complex Regional Pain Syndrome Type 1. Upon completion, the combined company will operate as Ambros Therapeutics, and is expected to trade under the Nasdaq ticker symbol AMBX. The combined company will be led by current members of the Ambros leadership team.
In connection with the proposed merger, the companies secured commitments for an oversubscribed concurrent private placement of $150 million from a syndicate of healthcare-dedicated investors. The private placement is expected to close concurrently with the proposed merger, at which time Werewolf Therapeutics will issue common stock and pre-funded warrants for aggregate gross proceeds of $150 million.
Werewolf will issue to pre-merger Ambros stockholders shares of Werewolf common stock as merger consideration in exchange for the cancellation of shares of capital stock of Ambros. Ambros Therapeutics will become a wholly owned subsidiary of Werewolf. Stockholders of Ambros will receive newly issued shares of Werewolf common stock pursuant to a formula set forth in the merger agreement. The exchange ratio is based on an implied value of Ambros of $500 million - before giving effect to the concurrent private placement - and an implied value of Werewolf of $47.5 million. Pre-merger Werewolf stockholders - other than those investors participating in the private placement - are expected to own approximately 6.8% of the combined company. Pre-merger Ambros stockholders are expected to own approximately 71.7% of the combined company and investors participating in the private placement are expected to own approximately 21.5% of the combined company.
In pre-market trading on NasdaqCM, Werewolf shares are up 125 percent to $0.95.
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