Pardes Biosciences to go public via merger with FS Development Corp II

Pardes Biosciences Inc, an early-stage biopharmaceutical company, has agreed to go public via a merger with FS Development Corp II, a blank check firm backed by Foresite Capital.

Pardes Biosciences Inc, an early-stage biopharmaceutical company, has agreed to go public via a merger with FS Development Corp II, a blank check firm backed by Foresite Capital. When the deal closes, the newly combined company will operate as Pardes Biosciences and trade on the NASDAQ under the ticker symbol “PRDS.”

PRESS RELEASE

CARLSBAD, Calif. & LARKSPUR, Calif.–(BUSINESS WIRE)–Pardes Biosciences, Inc., an early-stage biopharmaceutical company, and FS Development Corp. II (Nasdaq: FSII), a special purpose acquisition company sponsored by Foresite Capital, today announced they have entered into a definitive merger agreement. Upon closing of the transaction, the company will be renamed “Pardes Biosciences, Inc.” (Combined Company) and will be led by Uri A. Lopatin, M.D., Chief Executive Officer of Pardes. The Combined Company’s common stock is expected to be listed on NASDAQ under the ticker symbol PRDS.

A group of premier institutional and strategic healthcare investors has committed to participate in the transaction through a common stock PIPE of approximately $75 million at $10.00 per share. Institutional investors in the PIPE include lead investors Foresite Capital, an affiliate of FS Development Corp. II, RA Capital Management, Frazier Life Sciences, funds and accounts advised by T. Rowe Price Associates, Inc., GMF Capital LLC, EcoR1 Capital, Monashee Investment Management LLC, as well as strategic investor, Gilead Sciences. Assuming no redemptions are exercised, the Combined Company is expected to receive total proceeds of approximately $276 million at the closing of the transaction, inclusive of the FS Development Corp II trust account balance.

The company’s lead program, PBI-0451, an oral antiviral drug candidate, is designed to inhibit an essential viral protein, the main protease (Mpro) of SARS-CoV-2, the virus causing COVID-19. The main protease is highly similar across all coronaviruses – including SARS, MERS and the SARS-CoV-2 emerging coronavirus variants.

“I am extremely grateful to the Pardes team and our investors for helping us achieve this important milestone,” said Uri A. Lopatin, M.D., Chief Executive Officer of Pardes Biosciences. “COVID-19 has been a global medical catastrophe. Over the past year we have been focused on bringing forward PBI-0451, a viral protease inhibitor that we are developing to be a potential oral therapy for SARS-CoV-2 infections. Oral antivirals are expected to play an important role in ending this pandemic and preventing the next one.”
“The emergence of novel variants of increasing pathogenicity, such as the Delta variant, reinforces the need for new therapies that can be easily and rapidly deployed globally,” said Jim Tananbaum, M.D., founder and CEO of Foresite Capital and president and CEO of FS Development Corp. II. “We invest in people and companies that have the potential to transform healthcare. We are very pleased that Gilead, which for more than 30 years has been a leader in the field of virology, is among the investors in this round. We believe that PBI-0451, and the experienced team in place at Pardes, can have an enormous impact on global public health, and we are excited to join them on this next phase of the Pardes journey.”

Proceeds from the transaction are expected to provide Pardes Biosciences with the capital needed to progress its lead product candidate, PBI-0451, and to advance additional early discovery programs that leverage the company’s tunable, reversible covalent chemistry platform. Pending regulatory approval, the company anticipates initiating clinical trials later this year and plans to study PBI-0451 for prophylaxis and treatment of SARS-CoV-2 infections.
Post-closing of the transaction, Dr. Tananbaum, who is on the boards of directors of FS Development Corp. II and Pardes, will be joined by the other board members from Pardes to form the Combined Company’s five-person board of directors, which may be increased up to seven prior to closing.

Summary of Transaction
The proposed transaction has been approved by the boards of Pardes Biosciences and FS Development Corp. II, including all of their disinterested directors. Current Pardes shareholders are converting 100% of their existing equity interests into common stock of the Combined Company. In addition to the approximately $201 million held in FSII’s trust account (assuming no redemptions are effected), a group of premier institutional and strategic healthcare investors has committed to participate in the transaction through a common stock PIPE of approximately $75 million at $10 per share.

The Combined Company is expected to receive gross proceeds of approximately $276 million at the closing of the transaction (assuming no redemptions are effected), which is expected by October 2021. The close of this transaction is subject to approval of FSII’s shareholders and the satisfaction or waiver of certain other customary closing conditions.
Jefferies LLC and SVB Leerink acted as co-lead private placement agents for, and financial and capital markets advisor to, FS Development Corp. II. Goodwin Procter LLP acted as legal counsel to Pardes. White & Case LLP acted as legal counsel to FS Development Corp. II.

The description of the business combination contained herein is only a high-level summary. Additional information about the transaction and Pardes will be provided in a Current Report on Form 8-K to be filed by FS Development Corp. II with the Securities and Exchange Commission (“SEC”) and will be available at www.sec.gov.

In addition, in connection with the proposed business combination, FS Development Corp. II intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus, and will file with the SEC other documents regarding the proposed transaction. FS Development Corp. II’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about Pardes, FS Development Corp. II, and the proposed merger. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed merger will be mailed to stockholders of FS Development Corp. II as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to press@foresitecapital.com.

About Pardes Biosciences
Pardes Biosciences is an agile biopharmaceutical company committed to solving some of the world’s most pressing public health challenges. Pardes leverages structure-based drug design and a tunable, reversible covalent chemistry platform for novel drug discovery. The company’s lead product candidate, PBI-0451, is being developed as a potential direct-acting, oral antiviral drug to treat and prevent SARS-CoV-2 infections. PBI-0451 is designed to inhibit the coronavirus main protease, an essential protein for SARS-CoV-2. This protease is highly similar across all coronaviruses, including emerging coronavirus variants. Pardes Biosciences is headquartered in Carlsbad CA. For more information, visit www.pardesbio.com.

About FS Development Corp. II (FSII)
FS Development Corp. II, sponsored by Foresite Capital, is a blank check company formed for the purpose of effecting a business combination with one or more businesses in the biotechnology sector. The company is led by Jim Tananbaum, M.D., the CEO of Foresite Capital, an investment firm funding visionary healthcare entrepreneurs with approximately $4 billion in assets under management. The firm is headquartered in the San Francisco Bay Area.