- Transaction Values Vesicor at a Pre-money Fairness Worth of $70 million
- Business Combination is Anticipated to be Accomplished within the Fourth Quarter of 2025
DANVILLE, Calif., April 28, 2025 (GLOBE NEWSWIRE) — Black Hawk Acquisition Corp. (Nasdaq: BKHAU, BKHA, BKHAR), a particular function acquisition firm, (“Black Hawk”) introduced the signing of a Business Combination Agreement (“BCA”) on April 26, 2025, with Vesicor Therapeutics, Inc. (“Vesicor”, “Vesicor Therapeutics” or “the Company”), a California-based early improvement stage biotechnology company centered on the event of p53-based most cancers therapeutics delivered by way of precision-engineered microvesicles.
Vesicor Overview
Vesicor was based in 2008 in San Gabriel, California by Luo Feng, Ph.D. The Company is an early improvement stage biotechnology firm centered on the event of p53-based most cancers therapeutics delivered by way of precision-engineered microvesicles.
The Company’s first product candidate is ecm-RV/p53. That is a genetically engineered mobile microvesicle (“ecm”) non-viral nanoparticle RNA vesicle (“RV”) that’s loaded with in vitro transcribed p53 mRNA. Though Vesicor’s ecm-RV/p53 drug candidate is unapproved to be used in Japan and america, it has been administered to a number of sufferers in Tokyo, Japan since 2018 below the Japan Medical Practitioner’s Act, also called Superior Medical Care B. This mechanism permits unapproved medicine to be used below a doctor’s discretion. The Company’s drug candidate has been utilized in a number of sufferers with superior breast, pancreatic, prostate, lung and colorectal most cancers. Vesicor believes that its ecm-RV/p53 drug candidate has broad therapeutic potential throughout a vary of strong tumors. The Company intends to start preclinical testing within the U.S., submit an investigational new drug (“IND”) utility to the FDA and then to start medical trials, which efforts are anticipated to begin in 2026.
Mr. Kent Kaufman, Chief Government Officer of Black Hawk, acknowledged: “Our purpose is to establish a firm with strong potential to disrupt a whole trade, a proficient and credentialed government staff with a confirmed monitor document, and good prospects for future development. We imagine that we have now discovered these qualities in Vesicor. We glance ahead to finishing this transaction and working with Vesicor’s administration staff to assist them thrive as a public firm whereas they proceed to develop.”
“Our mission is to rework the lives of most cancers sufferers and their households. We’re centered on finishing preclinical testing in america, submitting our IND to the FDA and starting Section 1 medical trials,” acknowledged Luo Feng, Ph.D., Founder and Chief Government Officer of Vesicor Therapeutics.
“We’re excited to accomplice with Kent and the remainder of the Black Hawk staff to convey Vesicor to the general public markets. We imagine that this transaction, if accomplished, will assist facilitate entry to the capital markets and will speed up the validation and deployment of our ecm-RV/p53 drug candidate,” acknowledged Oded Levy, Board Director of Vesicor Therapeutics.
Key Transaction Phrases
Beneath the phrases of the BCA, Black Hawk’s wholly-owned subsidiary, BH Merger Sub, Inc., will merge with Vesicor, leading to Vesicor being the wholly owned subsidiary of Black Hawk, who will proceed to be the listed firm on the Nasdaq Inventory Market and change its title to Vesicor Therapeutics (the “Business Combination” and the transactions in reference to the Business Combination collectively, the “Transaction”). On the efficient time of the Transaction, Vesicor’s shareholders and administration will obtain the precise to obtain a variety of shares of Black Hawk’s widespread inventory equal to the consideration ratio as additional specified within the BCA. The shares held by sure Vesicor’s shareholders might be topic to lock-up agreements for a interval of six (6) months following the closing of the Transaction, topic to sure exceptions.
The Transaction values Vesicor at a pre-money fairness worth of $70 million. Current Vesicor shareholders and administration is not going to obtain any money proceeds as a part of the transaction and will roll over 100% of their fairness into the mixed firm.
The Transaction, which has been accredited unanimously by the boards of administrators of each Black Hawk and Vesicor, is topic to regulatory approvals, the approvals by the shareholders of Black Hawk and Vesicor, respectively, and the satisfaction of sure different customary closing situations, together with, amongst others, a Kind S-4 registration assertion below the Securities Act of 1933, of which the proxy assertion/prospectus varieties a half, being declared efficient by the U.S. Securities and Trade Fee (the “SEC”), and the approval by Nasdaq of the itemizing utility of the mixed firm. The Business Combination is predicted to be accomplished by the fourth quarter of 2025.
The outline of the Business Combination contained herein is just a abstract and is certified in its entirety by reference to the Business Combination Agreement relating to the Business Combination and attachments thereto. A extra detailed description of the Transaction and a copy of the Business Combination Agreement might be included in a Present Report on Kind 8-Okay to be filed by Black Hawk with the SEC and might be out there on the SEC’s web site at www.sec.gov.
Advisors
Celine & Companions, P.L.L.C. and Ogier World (Cayman) Restricted are serving as authorized advisors to Black Hawk. PW Richter PLC is serving as a authorized advisor to Vesicor.
About Black Hawk Acquisition Corporation
Black Hawk Acquisition Corporation is a clean examine firm shaped for the aim of effecting a merger, share change, asset acquisition, share buy, reorganization, or related enterprise mixture with a number of companies.
Contributors within the Solicitation
Black Hawk Acquisition Corporation, and its respective administrators, government officers, staff and different individuals could also be deemed to be contributors within the solicitation of proxies from the holders of Black Hawk’s widespread inventory in respect of the proposed Transaction. Details about Black Hawk’s administrators, government officers and their possession of Black Hawk’s widespread inventory is at the moment set forth in Black Hawk’s prospectus associated to its preliminary public providing dated March 22, 2024, as modified or supplemented by any Kind 10-Okay, Kind 3 or Kind 4 filed with the SEC for the reason that date of such submitting. Different data concerning the pursuits of the contributors within the proxy solicitation might be included in a registration assertion on Kind S-4 (as could also be amended from time to time) that may embody a proxy assertion and a registration assertion/preliminary prospectus (the “Registration Assertion”) pertaining to the proposed Transaction when it turns into out there. These paperwork will be obtained freed from cost from the sources indicated beneath.
No Supply or Solicitation
This press launch will not be a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities of Black Hawk or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction wherein such provide, solicitation or sale could be illegal prior to registration or qualification below the securities legal guidelines of any such jurisdiction. No provide of securities shall be made besides by way of a prospectus assembly the necessities of the Securities Act of 1933, as amended.
Vital Details about the Proposed Business Combination and The place to Discover It
In reference to the Transaction, Black Hawk will file related supplies with the SEC, together with the Registration Assertion. Promptly after the Registration Assertion is asserted efficient, the proxy assertion/prospectus might be despatched to all Black Hawk shareholders entitled to vote on the particular assembly relating to the Transaction. Earlier than making any voting choice, securities holders of Black Hawk are urged to learn the proxy assertion/prospectus and all different related paperwork filed or that might be filed with the SEC in reference to the Transaction as they grow to be out there as a result of they’ll include necessary details about the Transaction and the events to the Transaction.
Contacts/Info. Stockholders can even have the opportunity to acquire copies of the preliminary proxy assertion/prospectus, the definitive proxy assertion/prospectus, and different paperwork filed or that might be filed with the SEC by way of Black Hawk by way of the web site maintained by the SEC at www.sec.gov, or by directing a request to the contacts talked about beneath.
Black Hawk Acquisition Corporation
Kent Louis Kaufman
Chief Government Officer and Chairman
kent@bhspac.com
Tel: +1(915) 217-4482
Vesicor Therapeutics, Inc.
Luo Feng, Ph.D.
Chief Government Officer and Founder
lfeng@vesicor.com
Ahead-Trying Statements.
This press launch incorporates “forward-looking statements” inside the that means of the “secure harbor” provisions of the Personal Securities Litigation Reform Act of 1995. The Black Hawk’s and Vesicor’s precise outcomes could differ from their expectations, estimates and projections and consequently, you shouldn’t depend on these forward-looking statements as predictions of future occasions. Phrases corresponding to “count on,” “estimate,” “mission,” “funds,” “forecast,” “anticipate,” “intend,” “plan,” “could,” “will,” “might,” “ought to,” “believes,” “predicts,” “potential,” “would possibly” and “continues,” and related expressions are meant to establish such forward-looking statements. These forward-looking statements embody, with out limitation, the Black Hawk’s and Vesicor’s expectations with respect to future efficiency and anticipated monetary impacts of the Business Combination, the satisfaction of the closing situations to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements contain important dangers and uncertainties that might trigger precise outcomes to differ materially from anticipated outcomes. Most of those components are exterior the management of the Black Hawk, Vesicor and are troublesome to predict. Elements which will trigger such variations embody, however aren’t restricted to: (1) the incidence of any occasion, change or different circumstances that might give rise to the termination of the Business Combination Agreement relating to the proposed Business Combination; (2) the result of any authorized proceedings that could be instituted in opposition to the Black Hawk or Vesicor following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the lack to full the Business Combination, together with due to failure to acquire approval of the shareholders of the Black Hawk or different situations to closing within the Business Combination Agreement; (4) delays in acquiring or the lack to acquire crucial regulatory approvals required to full the transactions contemplated by the Business Combination Agreement; (5) the incidence of any occasion, change or different circumstance that might give rise to the termination of the Business Combination Agreement or might in any other case trigger the transaction to fail to shut; (6) the lack to acquire or keep the itemizing of the post-acquisition firm’s unusual shares on Nasdaq following the Business Combination; (7) the danger that the Business Combination disrupts present plans and operations as a results of the announcement and consummation of the Business Combination; (8) the flexibility to acknowledge the anticipated advantages of the Business Combination, which can be affected by, amongst different issues, competitors, the flexibility of the mixed firm to develop and handle development profitably and retain its key staff; (9) prices associated to the Business Combination; (10) adjustments in relevant legal guidelines or rules; (11) the likelihood that Vesicor or the mixed firm, i.e., PubCo, could also be adversely affected by different financial, enterprise, and/or aggressive components; and (12) different dangers and uncertainties to be recognized within the Registration Assertion filed by PubCo (when out there) relating to the Business Combination, together with these below “Danger Elements” therein, and in different filings with the SEC made by the Black Hawk and Vesicor. Black Hawk and Vesicor warning that the foregoing record of things will not be unique. Black Hawk and Vesicor warning readers not to place undue reliance upon any forward-looking statements, which communicate solely as of the date made. Neither Black Hawk nor Vesicor undertakes or accepts any obligation or enterprise to launch publicly any updates or revisions to any forward-looking statements to replicate any change in its expectations or any change in occasions, situations or circumstances on which any such assertion relies, topic to relevant regulation. The knowledge contained in any web site referenced herein will not be, and shall not be deemed to be, a part of or integrated into this press launch.
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