NEW YORK CITY, NEW YORK and ROCKVILLE, MARYLAND, Aug. 9, 2023
(GLOBE NEWSWIRE) – American Gene Technologies International Inc.
(“AGT”) and 10X Capital Venture Acquisition Corp. III (“10X III”)
(NYSE: VCXB), a special purpose acquisition company, today
announced that they have entered into a merger agreement for a
business combination that would result in the combined company
being a publicly listed company (the public company following the
business combination to be renamed “Addimmune”). The combined
company is expected to trade under the ticker symbol “HIV”.
Addimmune is a clinical-stage gene and cell therapy company
developing a functional cure for HIV. Prior to the combination, the
non-HIV assets will spin-off into an entity that will retain the
American Gene Technologies name.
10X III and AGT have entered into a non-binding
letter of intent (“LOI”) with CF Principal Investments LLC, an
affiliate of Cantor Fitzgerald & Co. (“Cantor”), an underwriter
of 10X III’s initial public offering, with respect to a $50 million
committed equity facility.
In June 2023, Addimmune announced that it is
separating from American Gene Technologies® (AGT), a cutting-edge
biotech company with a fifteen-year track record of product gene
and cell therapy drug development. AGT began human trials in 2020
for AGT103-T, a single-dose lentiviral-based autologous cell
therapy candidate designed to deliver gene-therapy modified,
HIV-specific CD4 T cells to people with HIV. Initial results in the
clinical trials motivated AGT to create a separate company to focus
on completing required clinical trials and pursuing
commercialization of a functional cure for HIV.
Jeff Galvin, CEO of AGT, will become the CEO of
Addimmune. He stated, “We’re at the forefront of gene therapy for
HIV, working to transform the fear of a lifelong disease into hope
for a single-administration, one-and-done cure. We believe that
people living with HIV may no longer require lifelong treatment and
we imagine a day when this disease no longer causes suffering or
claims lives anywhere in the world. We’re excited about our
collaboration with 10X. They bring a deep understanding of both the
capital markets and the innovation that drives Addimmune. They will
be a valuable partner to shepherd the combined company into the
public market.”
Partnership with 10X III
“10X is proud to support Addimmune in advancing
its mission of curing HIV, and giving the 38 million human beings
globally afflicted with this generational scourge a chance at a
life without a lifelong reliance on a daily cocktail of drugs, a
life without HIV,” said Hans Thomas, Chairman and CEO of 10X
III.
Mr. Thomas continued, “As 10X Capital has been a
minority investor in American Gene Technologies since January 2021,
we have seen Jeff and his team deliver on their milestones, making
significant progress in the clinic, and building an impressive
team, board, and group of KOLs along the way. We look forward to
watching the team continue to deliver on its plan throughout the
remainder of the FDA process and beyond.”
About Addimmune
Addimmune is a leader in the pursuit of a gene
therapy cure for HIV. 38 million people are living with HIV
globally, with 1.2 million in the U.S. Although HIV has
suitable treatments, those treatments are expensive, lifelong, and
often toxic. Addimmune’s cell therapy is designed to modify a
patient’s immune system so that it is capable of fighting HIV like
a normal virus. It makes gene modifications to the patients’ immune
cells (T cells) that harden those cells against HIV infection and
depletion, thus allowing those cells to maintain a normal response
to HIV instead of being “killed” by the virus. When HIV T cells
survive and do their job, they fight HIV just like the immune
system is able to fight a cold or flu.
Jeff Galvin, CEO, and the Addimmune team have
extensive experience in HIV and drug development. Addimmune’s
Chief Medical Officer, Dr. Marcus Conant, MD has over forty years
on the front lines of HIV treatment and research, including at
University of California Medical Center in San Francisco, and Chief
Science Officer, Dr. Jeffrey Boyle, PhD has over two decades
leading the development of FDA-regulated drugs and medical devices.
Dr. Drew Palin, MD, Addimmune’s Chief Business Officer is an
experienced, serial entrepreneur and physician.
For more information visit
https://www.addimmune.com/.
Key Transaction Terms
The boards of directors of Addimmune and 10X III
have unanimously approved the proposed merger, which is expected to
be completed Q1 2024, subject to regulatory approval, the approval
of the proposed merger by 10X III’s and Addimmune’s shareholders
and the satisfaction or waiver of other customary closing
conditions.
Additional information about the proposed
transaction, including a copy of the merger agreement and this
press release, will be provided in a Current Report on Form 8-K to
be filed by 10X III with the Securities and Exchange Commission
(“SEC”) and available at www.sec.gov. More information about the
proposed transaction will also be described in 10X III’s proxy
statement/prospectus relating to the transactions, which it will
file with the SEC.
Financial and Legal Advisors
Roth Capital Partners is serving as financial
advisor to 10X III in connection with rendering a fairness opinion
to 10X III’s board of directors regarding the transaction. Latham
& Watkins LLP is legal counsel to 10X III. DLA Piper LLP (US)
is serving as legal counsel to Addimmune.
About 10X Capital
10X Capital is an alternative asset management
firm leveraging advancements in data analytics & AI to generate
signals, deliver insights, and drive returns across asset classes.
The firm promotes Diversity, Equity & Inclusion in its
portfolio companies and the industry. 10X Capital is amongst the
most active venture capital firms globally, aligning Wall Street,
Main Street & Silicon Valley by bringing institutional capital
& strategies to high growth ventures & income opportunities
in both private & public markets. For more information, visit
https://www.10XCapital.com/.
10X Capital Venture Acquisition Corp. III (NYSE:
VCXB) is a special purpose acquisition company sponsored by 10X
Capital, focused on identifying high growth businesses domestically
and abroad and bringing them to the public markets. For more
information visit www.10xspac.com.
Additional Information
For additional information on the proposed
transaction, see 10X III’s Current Report on Form 8-K, which will
be filed with the SEC. In connection with the proposed transaction,
the parties intend to file relevant materials with the SEC,
including a registration statement on Form S-4 (“Form S-4”), which
will include a proxy statement/prospectus of 10X III, along with
other documents regarding the proposed transaction. 10X III’s
shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement and documents
incorporated by reference therein filed in connection with the
proposed business combination, as these materials will contain
important information about Addimmune, 10X III and the proposed
business combination. Promptly after the Form S-4 is declared
effective by the SEC, 10X III will mail the definitive proxy
statement/prospectus and a proxy card to each shareholder entitled
to vote at the meeting relating to the approval of the transactions
and other proposals set forth in the proxy statement/prospectus.
The Form S-4, the proxy statement/prospectus, as well as other
filings containing information about Addimmune and 10X III will be
available without charge at the SEC’s Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus can
be obtained, when available, without charge, from 10X III’s
website https://www.10xspac.com/. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE
FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING AND
ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED BUSINESS COMBINATION.
Participants in the Solicitations
AGT, 10X III and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies from 10X III’s shareholders in connection
with the proposed business combination. You can find more
information about 10X III’s directors and executive officers in 10X
III’s Annual Report on Form 10-K, as amended, for the year ended
December 31, 2022, which was filed with the SEC on May 22, 2023, as
modified or supplemented by any Form 3 or Form 4 filed with the SEC
since the date of such filing. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests will be included in the proxy
statement/prospectus when it becomes available. Shareholders,
potential investors and other interested persons should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. We intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements contained in this press release that do
not relate to matters of historical fact should be considered
forward-looking statements, including without limitation,
statements about the proposed business combination between 10X III
and AGT, including the implied enterprise value, the expected
transaction and the likelihood, timing and ability of the parties
to successfully consummate the proposed business combination and
the transactions contemplated by the merger agreement and the
internal reorganization and spin-off by AGT, Addimmune’s estimated
future results, Addimmune’s industry and market sizes, future
opportunities for AGT and 10X III, potential future financings, the
timing of filings by 10X III with the SEC, future financial and
operating results, our plans, objectives, expectations and
intentions with respect to future operations, products and
services; and other statements identified by words such as “will,”
“expect,” “anticipated,” “estimated,” “believe,” “intend,” “plan,”
“projection,” “outlook” or words of similar meaning. These
forward-looking statements are based on AGT’s and 10X III’s
expectations and beliefs concerning future events and involve risks
and uncertainties that may cause actual results to differ
materially from current expectations. These factors are difficult
to predict accurately and may be beyond AGT’s and 10X III’s
control. Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. Forward-looking statements made in this
press release relate only to the events or information as of the
date on which the statements are made in this press release. Except
as required by law, 10X III and AGT do not undertake any obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise,
after the date on which the statements are made or to reflect the
occurrence of unanticipated events. New uncertainties and risks
arise from time to time, and it is impossible for AGT or 10X III to
predict these events or how they may affect AGT or 10X III. In
light of these risks and uncertainties, investors should keep in
mind that results, events or developments discussed in any
forward-looking statement made in this communication may not occur.
Uncertainties and risk factors that could affect Addimmune’s and
10X III’s future performance and cause results to differ from the
forward-looking statements in this release include, but are not
limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination; the outcome of any legal proceedings that may
be instituted against AGT or 10X III, the combined company or
others following the announcement of the business combination; the
inability to complete the business combination due to the failure
to obtain approval of the shareholders of 10X III or to satisfy
other conditions to closing; changes to the proposed structure of
the business combination that may be required or appropriate as a
result of applicable laws or regulations; the ability to meet stock
exchange listing standards following the consummation of the
business combination; the risk that the business combination
disrupts current plans and operations of 10X III or AGT as a result
of the announcement and consummation of the business combination;
the ability to recognize the anticipated benefits of the business
combination or the internal reorganization and spin-off by AGT,
which may be affected by, among other things, competition, the
ability of the combined company to grow, retain its management and
key employees; costs related to the business combination; changes
in applicable laws or regulations; changes in laws and regulations
that impact Addimmune; and other risks and uncertainties set forth
in the section entitled “Risk Factors” in 10X III’s Annual Report
and in subsequent filings with the SEC, including the Form S-4 and
the proxy statement/prospectus which forms a part thereof relating
to the business combination expected to be filed by 10X III.
# # #
Contacts:
Addimmune:
Kathy Fowler
Addimmune Media Contact
Phone: (410) 963-2345
Email: kfowler@addimmune.com
10X Capital:
For investors please contact:
ir@10xcapital.com
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