DALLAS and AUSTIN,
Texas, Feb. 13, 2023 /PRNewswire/ -- Financial
Strategies Acquisition Corp. (Nasdaq: FXCO) ("FXCO")(the
"Company")., a Special Purpose Acquisition Company led by
CEO Alexander V. Schinzing, today announced the execution of a
definitive business combination agreement with Austin Biosciences
Corp. ("Austin Biosciences").
Upon closing of the transaction, Austin Biosciences will become
a wholly-owned subsidiary of the Company. Mr. Schinzing will
serve as Chairman and Mr. Burgi-Krishnamurthy will serve as
Chief Executive Officer of Austin Biosciences. The Company's common
stock is expected to be listed on the Nasdaq Capital Market under
the ticker symbol "ASTN."
Austin Biosciences Corporation Highlights
- Austin Biosciences is a preclinical pharmaceutical company with
multiple, proprietary product candidates derived from an innovative
nanotechnology-based approach to drug development. This approach
strives to enhance the bioavailability, effectiveness and reduce
the toxicity of crucial FDA licensed pharmaceutical API (Active
Pharmaceutical Ingredients). Austin Biosciences' product candidates
seek to improve existing licensed product into safer and more
effective drug therapies.
- Product candidates focus upon the development of improvements
to existing FDA approved cancer treatment therapies to make them
more bioavailable, less toxic and more soluble.
- Anticipated clinical applications: The current product pipeline
focuses on improving existing approved pharmaceutical products
belonging to the chemical group of Taxanes used in the treatment of
various cancers, including breast, lung, prostate, gastric, head
and neck, and ovarian cancer. Previous clinical data have shown
that Taxanes have cytotoxic activity against breast, colorectal,
lung, ovarian, prostate, liver, renal, gastric, and head and neck
cancers and melanoma. Some of the Taxanes used in
hormone-refractory prostate cancer treatment have shown to improve
life expectancy and overall life quality.
- Preclinical Proof of Concept: Austin Biosciences has completed
several key preclinical studies, including a maximum tolerated dose
(MTD) study, a pharmacokinetics study, and biological activities in
a breast tumor xenograft model, and in a pancreatic tumor xenograft
model. Results show LBI-1103 vs. Taxotere® has significantly
greater anti-tumor activity with potentially reduced toxicity.
- Issued patents. Proprietary product development know-how and
trade secrets: Austin Biosciences maintains a very strong global
intellectual property position in the
United States, Japan, the
European Union and other major international markets. The patent
applications cover the LASSN™ nanotechnology platform and its drug
development efforts. Austin Biosciences has additional patent
applications pending that cover LASSN™ drugs that are in the
development pipeline. Current coverage extends through 2039.
Austin will continue to invent and
protect new inventions which will expand and extend coverage beyond
2039. Current research will focus upon developing additional
patents for large scale manufacturing processes.
Dr. Burgi-Krishnamurthy, CEO of Austin Biosciences: "The
business combination of Financial Strategies Acquisition Corp. and
Austin Biosciences allows us to advance the preclinical development
of our platform technology, to add significant experience to the
Austin Biosciences board of directors and to access high-quality
institutional investors."
Alexander V. Schinzing, CEO of
FXCO: "Austin Biosciences patent-protected technology is designed
to improve therapies to treat cancer. The drug can cross the blood
brain barrier and actively target cancer cells, reducing human
suffering and saving lives. We are looking forward to becoming part
of this exciting future."
Transaction Overview
Under the terms of the
proposed transaction, Austin Biosciences's shareholders will
receive an aggregate of 12.5 million shares of FXCO's
Class A common stock (the "Class A Shares") in
exchange for all of the capital stock of Austin Biosciences, with
the valuation and allocation of shares subject to a fairness
opinion and adjustment upon closing and as contemplated by the
terms of the business combination agreement. Assuming that
no FXCO shareholders elect to redeem their shares, the
market capitalization of the combined companies will be
approximately $166.3 million.
Financial Strategies Acquisition Corp. estimates that the current
shareholders of Austin Biosciences will own approximately 75% of
the issued and outstanding shares of the combined companies at
closing. The transaction has been approved by the respective board
of directors of FXCO and Austin Biosciences and is
subject to the approval of Austin Biosciences and FXCO
shareholders and other customary conditions. The transaction
is expected to close in the second quarter of 2023.
Additional information about the transaction will be provided in
a Current Report on Form 8-K that will contain an investor
presentation to be filed by FXCO with the Securities and Exchange
Commission ("SEC") and will be available at www.sec.gov. In
addition, FXCO 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.
About Austin Biosciences
Austin Biosciences is a dynamic Texas-based pharmaceutical company, improving
the potency and safety of existing FDA approved pharmaceutical
products used for treatment of various cancers, including breast,
lung, prostate, gastric, head and neck, and ovarian cancer. Their
advanced R&D facilities in Texas foster a prime environment for
scientists to create cutting-edge treatments. The Company expects
to initiate a Phase 1 trial for its leading candidate Austin
Biosciences-1103 in Q1, 2024 or earlier. Pre-clinical development
is also underway for multiple product candidates in their pipeline.
For more information, visit www.austinbio.tech.
About Financial Strategies Acquisition
Corp.
Financial Strategies Acquisition Corp. is a
blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more
businesses.
Important Information About the Merger and Where to Find
It
A full description of the terms of the business
combination will be provided in a registration statement on Form
S-4 to be filed with the SEC by FXCO that will include
a prospectus with respect to the Combined Company's securities to
be issued in connection with the business combination and a proxy
statement with respect to the shareholder meeting of ALPA
to vote on the business combination. FXCO urges its
investors, shareholders and other interested persons to read, when
available, the preliminary proxy statement/ prospectus as well as
other documents filed with the SEC because these documents will
contain important information about FXCO, Austin Biosciences and
the business combination. After the registration
statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to shareholders of FXCO as of a record
date to be established for voting on the proposed business
combination. Once available, shareholders will also be able to
obtain a copy of the Form S-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Financial Strategies
Acquisition Corp., Attn: Secretary, c/o
Celtic Asset & Equity Partners, 2626 Cole Ave Suite 300,
Dallas, Texas, 75204. The
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, can also be
obtained, without charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
FXCO and Austin
Biosciences and their respective directors and executive officers
may be considered participants in the solicitation of proxies with
respect to the proposed business combination described in this
press release under the rules of the SEC. Information about the
directors and executive officers of FXCO is set forth
in FXCO's final prospectus filed with the SEC pursuant
to Rule 424(b) of the Securities Act of 1933, as
amended (the "Securities Act") and is available free of charge at
the SEC's website at www.sec.gov or by directing a
request to: Financial Strategies Acquisition Corp., Attn:
Secretary, c/o Celtic Asset & Equity
Partners, 2626 Cole Avenue Suite 300, Dallas, Texas, 75204. Information regarding
the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the FXCO
shareholders in connection with the proposed business
combination will be set forth in the registration statement
containing the proxy statement/prospectus for the proposed business
combination when it is filed with the SEC. These documents can be
obtained free of charge from the sources indicated
above.
Forward-Looking Statements
This press release
contains forward-looking statements that are based on beliefs and
assumptions and on information currently available. In some cases,
you can identify forward-looking statements by the following words:
"may," "will," "could," "would," "should," "expect," "intend,"
"plan," "anticipate," "believe," "estimate," "predict," "project,"
"potential," "continue," "ongoing" or the negative of these terms
or other comparable terminology, although not all forward-looking
statements contain these words. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from the information expressed or implied by these
forward-looking statements. Although we believe that we have a
reasonable basis for each forward-looking statement contained in
this press release, we caution you that these statements are based
on a combination of facts and factors currently known by us and our
projections of the future, about which we cannot be certain.
Forward-looking statements in this press release include, but are
not limited to, statements regarding the proposed business
combination, including the timing and structure of the business
combination, the proceeds of the business combination, the initial
market capitalization of the Combined Company and the benefits of
the business combination, as well as statements about the potential
attributes and benefits of Austin Biosciences's product candidates
and the format and timing of Austin Biosciences's product
development activities and clinical trials. We cannot assure you
that the forward-looking statements in this press release will
prove to be accurate. These forward-looking statements are subject
to a number of significant risks and uncertainties that could cause
actual results to differ materially from expected results,
including, among others, the ability to complete the business
combination due to the failure to obtain approval from FXCO's
shareholders or satisfy other closing conditions in the Business
Combination Agreement, the occurrence of any event that could give
rise to the termination of the Business Combination Agreement, the
ability to recognize the anticipated benefits of the business
combination, the outcome of any legal proceedings that may be
instituted against FXCO or Austin Biosciences following
announcement of the proposed business combination and related
transactions, the impact of COVID-19 on Austin Biosciences's
business and/or the ability of the parties to complete the business
combination, the ability to obtain or maintain the listing FXCO's
common stock on Nasdaq following the proposed business combination,
costs related to the proposed business combination, changes in
applicable laws or regulations, the possibility that FXCO. or
Austin Biosciences may be adversely affected by other economic,
business, and/or competitive factors, and other risks and
uncertainties, including those to be included under the header
"Risk Factors" in the registration statement on Form S-4 to be
filed by FXCO with the SEC and those included under the header
"Risk Factors" in the final prospectus of FXCO related to its
initial public offering. Most of these factors are outside of
FXCO's and Austin Biosciences's control and are difficult to
predict. Furthermore, if the forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all. The forward-looking
statements in this press release represent our views as of the date
of this press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
Non-Solicitation
This press release is not a
proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed business combination and shall not constitute an offer to
sell or a solicitation of an offer to buy any securities nor shall
there be any sale of securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
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