Benzinga | Dec 7, 2021 08:26AM EST

Aerami Therapeutics To Merge In SPAC Deal With FoxWayne Enterprises Acquisition Corp. In ~$250M Deal

New entity poised to accelerate the development of Aerami's diverse pipeline of next-generation inhaled therapies

AER-901, Aerami's proprietary inhaled, nebulized formulation of imatinib, targeted to advance in 2022 into a Phase 2/3 clinical trial for PAH

Aerami expected to file in 2022 a 510(k) for its proprietary AFINA inhaler platform

DURHAM, N.C. and NEW YORK, Dec. 7, 2021 /PRNewswire/ -- Aerami Therapeutics Holdings, Inc. ("Aerami" or the "Company"), a biopharmaceutical company focused on developing inhaled therapies to treat severe respiratory and chronic diseases, and FoxWayne Enterprises Acquisition Corp. (NASDAQ:FOXWU) ("FoxWayne"), a special purpose acquisition company ("SPAC"), today announced they have entered into a definitive business combination agreement. Upon closing of the transaction, which is currently anticipated to occur in the first quarter of 2022, the combined company will be named "Aerami Therapeutics Holdings, Inc." and will be led by Steve Thornton, chief executive officer of Aerami, and the rest of the Company's current management. The combined company's common stock is expected to continue to be listed on the Nasdaq Capital Market.



Proceeds from the transaction will be applied toward advancing AER-901, Aerami's proprietary inhaled, nebulized formulation of imatinib, into a planned Phase 2/3 clinical trial in 2022. Aerami believes AER-901 has the potential to be a disease modifying therapy for pulmonary arterial hypertension (PAH) in an estimated $5 billion market. In addition, Aerami anticipates filing in 2022 for 510(k) clearance in the U.S. for its proprietary, proprietary AFINA inhaler technology platform to capitalize on the rapidly growing global smart inhaler market. Aerami plans to pursue internal development and partnering of AFINA-based pipeline opportunities for inhaled therapies targeted at addressing large markets with significant unmet needs.

"We are deeply committed to advancing inhaled therapies which address severe respiratory and chronic diseases. This transaction is expected to provide significant capital and a platform to accelerate the development of our drug product candidates including taking our lead product, inhaled imatinib for the treatment of pulmonary arterial hypertension, into a planned Phase 2/3 trial in 2022," said Mr. Thornton.

Robb Knie, chief executive officer of FoxWayne, added, "We see immense opportunities in Aerami's approach to delivering inhaled therapies for targeted indications that present large unmet medical needs, including pulmonary arterial hypertension, a debilitating disease for which there currently are no available disease modifying therapies."

Summary of the Transaction

As part of the transaction, FoxWayne will be issuing 25 million shares of its common stock, which represents consideration of approximately $250 million. Current Aerami stockholders will convert 100% of their existing equity interests into common stock of the combined company and will own a majority of the outstanding shares of the combined company post-closing. Assuming no redemptions of FoxWayne shares, the combined company's cash resources are expected to be comprised of $58 million in cash proceeds currently in trust at FoxWayne along with the existing cash resources of Aerami at closing.

The boards of directors of both Aerami and FoxWayne have unanimously approved the proposed transaction. The transaction is subject to, among other things, the approval of the stockholders of both Aerami and FoxWayne and satisfaction or waiver of the conditions stated in the definitive business combination agreement.

The description of the business combination contained herein is only a high-level summary. Additional information about the proposed transaction, including a copy of the business combination agreement, will be provided in a Current Report on Form 8-K to be filed by FoxWayne with the Securities and Exchange Commission ("SEC") and will be available at the SEC's website at www.sec.gov. In addition, Fox Wayne intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.