

The close of this transaction is subject to approval of FSII’s shareholders and the satisfaction or waiver of certain other customary closing conditions. 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. 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. Current Pardes shareholders are converting 100% of their existing equity interests into common stock of the Combined Company. II, including all of their disinterested directors. The proposed transaction has been approved by the boards of Pardes Biosciences and 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. Tananbaum, who is on the boards of directors of FS Development Corp. 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. 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. 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.” 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 invest in people and companies that have the potential to transform healthcare. “ 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. Oral antivirals are expected to play an important role in ending this pandemic and preventing the next one.” 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.

“ COVID-19 has been a global medical catastrophe. Lopatin, M.D., Chief Executive Officer of Pardes Biosciences. “I am extremely grateful to the Pardes team and our investors for helping us achieve this important milestone,” said Uri A. The main protease is highly similar across all coronaviruses – including SARS, MERS and the SARS-CoV-2 emerging coronavirus variants. 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. 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.

Rowe Price Associates, Inc., GMF Capital LLC, EcoR1 Capital, Monashee Investment Management LLC, as well as strategic investor, Gilead Sciences. II, RA Capital Management, Frazier Life Sciences, funds and accounts advised by T. Institutional investors in the PIPE include lead investors Foresite Capital, an affiliate of FS Development Corp. The Combined Company’s common stock is expected to be listed on NASDAQ under the ticker symbol PRDS.Ī 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. Lopatin, M.D., Chief Executive Officer of Pardes. Upon closing of the transaction, the company will be renamed “Pardes Biosciences, Inc.” (Combined Company) and will be led by Uri A. II (Nasdaq: FSII), a special purpose acquisition company sponsored by Foresite Capital, today announced they have entered into a definitive merger agreement. & LARKSPUR, Calif.-( BUSINESS WIRE)-Pardes Biosciences, Inc., an early-stage biopharmaceutical company, and FS Development Corp.
