Vincerx Pharma Inc (VINC) News & EventsVINCVincerx Pharma Inc

Vincerx Pharma announces plan to delist from Nasdaq

Vincerx Pharma announced its intention to file a Form 25 Notification of Delisting with the SEC on or about April 28, which will remove Vincerx's common stock from listing and registration on The Nasdaq Stock Market. On April 14, Vincerx received written notice from Nasdaq that it was not in compliance with Nasdaq Listing Rule 5550 because the closing bid price of its common stock for the prior 30 consecutive business days was lower than the minimum bid price requirement of $1.00 per share. Vincerx is not eligible for any compliance period and as a result, Nasdaq provided notice that it will suspend the trading of Vincerx's common stock at the opening of business on April 23, and that a Form 25 will be filed. Vincerx's board of directors determined that it would be in the best interests of its stockholders to dissolve, liquidate, and wind-up its business and affairs and distribute to stockholders any assets remaining after paying or providing for payment of its creditors. Given this, Vincerx does not intend to appeal the Nasdaq determination. Vincerx intends to voluntarily file a Form 25 to delist and deregister its common stock. Vincerx does not intend to make arrangements to list its common stock on another national securities exchange or other market.

Vincerx terminates letter of intent with Global Digital, initiates wind down

Vincerx Pharma announced that it has terminated the previously announced non-binding letter of intent with Global Digital Holdings, conducting business as QumulusAI, regarding a potential merger. Following this decision, the company's board of directors has authorized management to initiate wind-down activities and continue exploring monetization of assets and out-licensing opportunities. "I want to express our deepest gratitude to the investigators, patients, employees, and partners who have supported Vincerx's mission," said Raquel Izumi, acting CEO of Vincerx. "Your contributions have meant everything. Although unprecedented, adverse market dynamics prevented us from continuing the development of our programs, numerous patients with cancer-who had few therapeutic options-benefited from our therapies in the Phase 1 trials. For the chance you gave us to help those patients, we thank you."

Vincerx Pharma announces non-binding LOI for Qumulus AI combination

Vincerx Pharma has entered into a non-binding letter of intent with Global Digital Holdings conducting business as QumulusAI, a privately-held, high-performance computing infrastructure company for artificial intelligence, relating to a business combination between Vincerx and QumulusAI. The contemplated transaction would result in QumulusAI becoming a publicly traded company through a reverse triangular merger with Vincerx. Under the proposed terms, a subsidiary of Vincerx would merge into QumulusAI, with QumulusAI stockholders receiving shares of Vincerx common stock. Additionally, QumulusAI options, warrants, and other rights would be converted into options, warrants, and rights to acquire Vincerx common stock. The exchange ratio is intended to result in QumulusAI equity holders owning approximately 95% of the combined company, while Vincerx equity holders would own approximately 5%. The proposed transaction assumes a value for QumulusAI of approximately $285 million and a value for Vincerx of approximately $15 million, assuming zero cash (net of liabilities) at closing. As part of the transaction, to the extent requested by Vincerx, QumulusAI or its designees will invest up to $1.5 million in the equity of Vincerx prior to closing. Following the closing of the business combination, the combined company's board of directors would consist of seven members, all of whom would be designated by QumulusAI. QumulusAI would also determine the composition of senior management of the combined company following the closing. The parties intend to negotiate a definitive business combination agreement that incorporates the provisions of the LOI as well as other terms and conditions typical for transactions of this nature. Conditions to execution of a definitive business combination agreement include satisfactory completion of due diligence by the parties and approval by the boards of directors of the parties. The parties have agreed to a 30-day exclusivity period to negotiate and enter into a definitive business combination agreement, which will include customary closing conditions such as board and stockholder approvals, regulatory approvals, effectiveness of a registration statement relating to the issuance of Vincerx common stock in the business combination and listing of the combined company's common stock on Nasdaq.