NEW YORK and NESS ZIONA,
Israel, Oct. 14, 2019 /PRNewswire/ -- Chardan Healthcare
Acquisition Corp. (NYSE: CHAC, "CHAC"), a special purpose
acquisition company ("SPAC") sponsored by affiliates of Chardan
Capital Markets LLC ("Chardan") and BiomX Ltd. ("BiomX"), a
microbiome company developing both natural and engineered phage
therapies, announced that they entered into an amendment to their
definitive agreement.
In connection with the amendment:
- Investors have committed or are expected to commit to an
additional purchase of $5.0 million
of CHAC shares. Cornix Advisors, LLC, an affiliate of Chardan, has
entered into a securities purchase agreement with a current
shareholder of CHAC to purchase $2.0
million of CHAC shares at $10.35 per share. Current shareholders of BiomX
are expected to enter into similar share purchase agreements for
$3.0 million of CHAC shares, also at
$10.35 per share.
- The minimum closing condition was increased from $50 million to $55
million of cash in CHAC's escrow trust account available at
closing.
- The backstop agreement pursuant to which Chardan Securities,
LLC agreed to purchase up to $2.5
million of CHAC shares in the event that the aggregate
investment amount is less than $50
million has been amended to reflect a new minimum aggregate
investment amount of $55
million.
- The agreement of Chardan Investment LLC to cancel up to 500,000
CHAC shares in the event that the aggregate investment amount is
less than $70 million was
terminated.
A copy of the supplement to the definitive proxy statement
relating to the amendments described above is available for review
on the SEC's website at www.sec.gov.
About Chardan Healthcare Acquisition Corp.
CHAC is a
special purpose acquisition company formed for the purpose of
effecting a merger, acquisition, or similar business combination.
CHAC raised $70.0 million in
December 2018 for the purpose of
combining with a public or privately-held operating business. CHAC
was founded and sponsored by affiliates of Chardan. CHAC is
Chardan's fifth publicly traded acquisition vehicle.
About BiomX
BiomX is a microbiome company developing
both natural and engineered phage cocktails designed to target and
destroy bacteria that affect the appearance of skin, as well as
harmful bacteria in chronic diseases, such as IBD, PSC, and cancer.
BiomX discovers and validates proprietary bacterial targets and
customizes phage compositions against these targets.
Safe Harbor Language
This press release contains
certain "forward-looking statements" within the meaning of the
"safe harbor" provisions of the US Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by
words such as: "target," "believe," "expect," "will," "may,"
"anticipate," "estimate," "would," "positioned," "future," and
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Examples
of forward-looking statements include, among others, statements
made in this press release regarding the proposed business
combination, including the anticipated initial enterprise value and
post-closing equity value, the benefits of the proposed business
combination, integration plans, expected synergies and revenue
opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company, and the
expected timing of the proposed transactions contemplated by the
definitive agreement. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead,
they are based only on CHAC and BiomX managements' current beliefs,
expectations and assumptions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of our control. Actual results and
outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event that could give rise
to the termination of the agreement with respect to the business
combination; (2) the outcome of any legal proceedings that may be
instituted against CHAC, the combined company, or others following
the announcement of the business combination and the business
combination agreement; (3) the inability to complete the business
combination due to the failure to obtain approval of CHAC's
stockholders or to satisfy other conditions to closing in the
business combination agreement; (4) changes to the proposed
structure of the business combination that may be required or
appropriate as a result of applicable laws; (5) the ability to meet
NYSE American listing standards following the consummation of the
business combination; (6) the risk that the business combination
disrupts current plans and operations of BiomX as a result of the
announcement and consummation of the business combination; (7) the
ability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with third parties and
partners, obtain adequate supply of raw materials and retain its
management and key employees; (8) costs related to the business
combination; (9) changes in applicable laws or regulations; (10)
the possibility that BiomX or the combined company may be adversely
affected by other economic, business, regulatory, and/or
competitive factors; (11) BiomX estimates of expenses; (12) the
impact of foreign currency exchange rates and interest rates
fluctuations on the results of BiomX or the combined company; and
(13) other risks and uncertainties indicated in the proxy statement
of CHAC filed by CHAC with the SEC in connection with the business
combination, including those under "Risk Factors" therein, and
other documents filed or to be filed from time to time with the SEC
by CHAC. A further list and description of risks and uncertainties
can be found in CHAC's Prospectus dated December 14, 2018 filed with the SEC and in the
proxy statement on Schedule 14A that was filed with the SEC by CHAC
in connection with the proposed transaction, and other documents
that the parties may file or furnish with the SEC, which you are
encouraged to read. Any forward-looking statement made by us in
this press release is based only on information currently available
to CHAC and BiomX and speaks only as of the date on which it is
made. CHAC and BiomX undertake no obligation to publicly update any
forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise, except as required by law.
Important Information
BiomX Ltd. ("BiomX"), Chardan
Healthcare Acquisition Corp. ("CHAC"), and their respective
directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from
the holders of CHAC common stock in respect of the proposed
transaction described herein. Information about CHAC's directors
and executive officers and their ownership of CHAC's common stock
is set forth in CHAC's definitive proxy statement filed with the
SEC, as modified or supplemented by any Form 3 or Form 4 filed with
the SEC since the date of such filing. These documents can be
obtained free of charge from the sources indicated below.
In connection with the transaction described herein, CHAC has
filed relevant materials with the SEC including a proxy statement
on Schedule 14A and a supplement to the proxy statement on Schedule
14A. CHAC has mailed the definitive proxy statement and a proxy
card to each stockholder entitled to vote at the special meeting
relating to the transaction, and the supplement is available for
review on the SEC's website. INVESTORS AND SECURITY HOLDERS OF CHAC
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT CHAC WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT CHAC, BIOMX AND THE TRANSACTION. The definitive proxy
statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by CHAC with the SEC, may be obtained free of charge at the
SEC's website (www.sec.gov) or by writing to Chardan Healthcare
Acquisition Corp., 17 State Street, 21st Floor, New York, NY 10004.
CHAC contact:
Jonas
Grossman
Chief Executive Officer
Chardan Healthcare Acquisition Corp.
+1-212-920-9000
grossmanj@chardanspac.com
BiomX contact:
Assaf
Oron
Chief Business Officer
BiomX
+972-54-2228901
assafo@biomx.com
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SOURCE Chardan Healthcare Acquisition Corp.