UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 15, 2021

 

 

 

THERAPEUTICS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-39311 85-0800493

(State or other jurisdiction

 of incorporation)

(Commission

 File Number)

(I.R.S. Employer

Identification No.)

 

200 Berkeley Street, 18th Floor

Boston, MA

02116
(Address of principal executive offices) (Zip Code)

 

(617) 778.2500

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

x  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, par value $0.0001 RACA The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01          Entry Into A Material Definitive Agreement.

 

Business Combination Agreement

 

On March 15, 2021, Therapeutics Acquisition Corp., a Delaware corporation d/b/a Research Alliance Corp. I (“RACA”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among RACA, Bodhi Merger Sub, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of RACA, and POINT Biopharma Inc., a Delaware corporation (“POINT”).

 

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of RACA and POINT.

 

The Business Combination

 

The Business Combination Agreement provides for, among other things, that Merger Sub will merge with and into POINT, with POINT as the surviving company in the merger and, after giving effect to such merger, POINT shall be a wholly-owned subsidiary of RACA (the “Merger”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time, (i) each share and vested equity award of POINT outstanding as of immediately prior to the effective time will be exchanged for shares of RACA common stock or comparable vested equity awards that are settled or are exercisable for shares of RACA common stock, as applicable, based on an implied POINT vested equity value of $585,000,000; (ii) all unvested equity awards of POINT will be exchanged for comparable unvested equity awards that are settled or exercisable for shares of RACA common stock, as applicable, determined based on the same implied POINT vested equity value described in clause (i); and (iii) each share of RACA Class A common stock and each share of RACA Class B common stock that is issued and outstanding immediately prior to the Effective Time shall become one share of the common stock of RACA following the consummation of the Business Combination, par value $0.0001 per share. In addition, RACA will be renamed POINT Biopharma Global Inc. (“New POINT”). The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”. Other capitalized terms used, but not defined herein, shall have the meanings given to such terms in the Business Combination Agreement.

 

 

 

 

The Business Combination is expected to close in mid-year 2021, following the receipt of the required approval by RACA’s stockholders and the fulfillment of other customary closing conditions.

 

Representations and Warranties; Covenants

 

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of POINT and its subsidiaries during the period between execution of the Business Combination Agreement and the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to cause all actions and things necessary to consummate and expeditiously implement the Business Combination.

 

Conditions to Each Party’s Obligations

 

Under the Business Combination Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Business Combination having been expired or been terminated; (ii) no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination being in effect; (iii) the registration statement/proxy statement to be filed by RACA relating to the Business Combination Agreement and the Merger becoming effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), no stop order being issued by Securities and Exchange Commission (the “SEC”) and remaining in effect with respect to the registration statement/proxy statement to be filed by RACA relating to the Business Combination Agreement and the Merger, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending; (iv) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of RACA’s stockholders (the “Required RACA Stockholder Vote”); (v) the absence of a Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (vi) RACA has not redeemed Class A common stock in an amount that would cause RACA to have net tangible assets in its trust account of less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) immediately after the Effective Time of the Business Combination; and (vii) the New POINT Board consisting of the number of directors, and comprising the individuals, determined pursuant to the Business Combination Agreement.

 

 

 

 

Termination

 

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation (i) by the mutual written consent of RACA and POINT; (ii) by RACA, subject to certain exceptions, if any of the representations or warranties made by POINT are not true and correct or if POINT fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of RACA, could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) September 15, 2021 (the “Termination Date”); (iii) by POINT, subject to certain exceptions, if any of the representations or warranties made by the RACA Parties are not true and correct or if any RACA Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of POINT, as could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) the Termination Date; (iv) by either RACA or POINT, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement; (v) by either RACA or POINT, if (A) any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable; or (B) if the Required RACA Stockholder Vote is not obtained; and (vi) by RACA, if POINT does not deliver, or cause to be delivered to RACA, the POINT stockholder written consent or the POINT Stockholder Transaction Support Agreements when required under the Business Combination Agreement.

 

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a Willful Breach of any covenant or agreement under the Business Combination Agreement or Fraud.

 

A copy of the Business Combination Agreement will be filed as an Amendment on Form 8-K/A to this Current Report within four (4) business days of the date hereof as Exhibit 2.1 (the terms of which are incorporated herein by reference) and the foregoing description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. RACA does not believe that these schedules contain information that is material to an investment decision.

 

 

 

 

Other Agreements

 

Sponsor Letter Agreement

 

Concurrently with the execution of the Business Combination Agreement, Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of the Sponsor and POINT entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which such affiliates of the Sponsor have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), (ii) waive any adjustment to the conversion ratio set forth in the governing documents of RACA or any other anti-dilution or similar protection with respect to the shares of Class B common stock (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination and (iv) be bound by certain transfer restrictions with respect to his, her or its shares in RACA prior to the closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

 

A copy of the Sponsor Letter Agreement will be filed by Amendment on Form 8-K/A to this Current Report within four (4) business days of the date hereof as Exhibit 10.1 (the terms of which are incorporated herein by reference) and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.

 

PIPE Financing (Private Placement)

 

Concurrently with the execution of the Business Combination Agreement, RACA has entered into the Subscription Agreements (the “Subscription Agreements”) with each of the PIPE Investors (as defined in the Business Combination Agreement), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and RACA has agreed to issue and sell to the PIPE Investors, an aggregate of 16,500,000 shares of RACA Class A common stock at a price of $10.00 per share, for aggregate gross proceeds of $165,000,000 (the “PIPE Financing”). Affiliates of RA Capital Management, L.P., will fund $40,000,000 in the PIPE Financing. The shares of RACA Class A common stock to be issued pursuant to the Subscription Agreements will not be registered under the Securities Act when issued. Such shares of RACA Class A common stock to be issued pursuant to the Subscription Agreements will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. RACA has granted the PIPE Investors certain registration rights in connection with the PIPE Financing. The consummation of the PIPE Financing is contingent upon, among other things, the closing of the Business Combination.

 

 

 

 

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreements, a form of which is attached as Exhibit A (the terms of which are incorporated herein by reference) to the Business Combination Agreement.

 

POINT Stockholder Transaction Support Agreements

 

Promptly after signing of the Business Combination Agreement, each “Company Stockholder” listed on Schedule I attached to the Business Agreement (collectively, the “Supporting POINT Stockholders”) shall duly execute and deliver to RACA a transaction support agreement (collectively, the “POINT Stockholder Transaction Support Agreements”), pursuant to which, among other things, each such Supporting POINT Stockholder would agree to, (a) support and vote in favor of the Business Combination Agreement, the Ancillary Documents to which POINT is or will be a party and the transactions contemplated hereby and thereby (including the Merger), and (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing (as defined in the Business Combination Agreement).

 

The foregoing description of the POINT Stockholder Transaction Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the POINT Stockholder Transaction Support Agreements, a form of which is attached as Exhibit C (the terms of which are incorporated herein by reference) to the Business Combination Agreement.

 

Amended and Restated Registration and Stockholder Rights Agreement

 

The Business Combination Agreement contemplates that, at the Closing, RACA, the Sponsor, certain former directors of RACA, and certain POINT stockholders will enter into an Amended and Restated Registration and Stockholder Rights Agreement (the “Registration Rights Agreement”), pursuant to which New POINT will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New POINT Common Stock and other equity securities of New POINT that are held by the parties thereto from time to time. The parties will also agree not to effect any sale or distribution of New POINT equity securities during the 180-day lock-up period described therein.

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a form of which is attached as Exhibit B (the terms of which are incorporated herein by reference) to the Business Combination Agreement.

 

 

 

 

Item 3.02          Unregistered Sales of Equity Securities.

 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of RACA Class A common stock to be offered and sold in connection with the PIPE Financing will not be registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) thereof.

 

Item 7.01          Regulation FD Disclosure.

 

On March 15, 2021, RACA and POINT issued a press release announcing their entry into the Business Combination Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that RACA and POINT have prepared for use in connection with the announcement of the Business Combination.

 

The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

 

Additional Information

 

In connection with the Business Combination, RACA intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus and preliminary proxy statement. RACA will mail a definitive proxy statement/final prospectus and other relevant documents to its stockholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that RACA will send to its stockholders in connection with the Business Combination. Investors and security holders of RACA are advised to read, when available, the proxy statement/prospectus in connection with RACA’s solicitation of proxies for its special meeting of stockholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement/final prospectus will be mailed to stockholders of RACA as of a record date to be established for voting on the Business Combination. Stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: 200 Berkeley Street, 18th Floor Boston, MA 02116.

 

Participants in the Solicitation

 

RACA, POINT and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of RACA’s stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of RACA’s directors and officers in RACA’s filings with the SEC, including the Registration Statement to be filed with the SEC by RACA, which will include the proxy statement of RACA for the Business Combination, and such information and names of POINT’s directors and executive officers will also be in the Registration Statement to be filed with the SEC by RACA, which will include the proxy statement of RACA for the Business Combination.

 

 

 

 

Forward Looking Statements

 

Certain statements made herein that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between RACA and POINT, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of RACA’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of RACA and POINT. These statements are subject to a number of risks and uncertainties regarding RACA’s businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the stockholders of RACA or POINT for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of RACA and POINT; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by RACA’s stockholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; costs related to the Business Combination; and those factors discussed in RACA’s final prospectus relating to its initial public offering, dated July 7, 2020, and filed with the SEC on July 9, 2020, and other filings with the SEC. There may be additional risks that RACA presently does not know or that RACA currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide RACA’s expectations, plans or forecasts of future events and views as of the date of this communication. RACA anticipates that subsequent events and developments will cause RACA’s assessments to change. However, while RACA may elect to update these forward-looking statements at some point in the future, RACA specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing RACA’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 

 

 

Disclaimer

 

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

Item 9.01          Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

Description
99.1 Press Release, dated March 15, 2021.
99.2 Investor Presentation.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: March 15, 2021 THERAPEUTICS ACQUISITION CORP.
   
  By: /s/ Matthew Hammond
  Name: Matthew Hammond
  Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Next-generation Radiopharmaceuticals Company POINT Biopharma to list on NASDAQ through merger with Research Alliance Corp. I  

 

POINT Biopharma has entered into a definitive merger agreement with Research Alliance Corp. I (Nasdaq: RACA). Upon closing, the combined company is expected to be listed on Nasdaq under the ticker symbol “PNT”.

 

POINT Biopharma is expected to receive approximately $300 million in proceeds through the business combination, including a $165 million fully-committed PIPE led by RA Capital Management and other top-tier investors. Proceeds will be used to fund POINT’s unique radiopharmaceutical platform, including its Phase 3 prostate cancer and neuroendocrine cancer programs, its early-stage pipeline and the build-out of its manufacturing capabilities.

 

The business combination is expected to be completed by mid-year 2021.

 

Investor webcast about the proposed transaction is available at  https://dealroadshow.com/e/POINT2021

 

March 15th, 2021 – TORONTO and BOSTON – POINT Biopharma Inc. (“POINT”), a late-stage biopharmaceutical company dedicated to bringing the many benefits of precision radiopharmaceutical therapies to patients with cancer, and Therapeutics Acquisition Corp., d/b/a Research Alliance Corp. I (Nasdaq: RACA) (“RACA”), a special purpose acquisition company, or SPAC, sponsored by RA Capital Management, today announced they have entered into a definitive business combination agreement (the “Business Combination Agreement”).  Upon closing of the business combination, RACA will be renamed POINT Biopharma Global Inc., and its common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “PNT” (the “Combined Company”).  

 

A group of top-tier investors has committed to participate in the transaction through a common stock PIPE of approximately $165 million at $10.00 per share. Investors in the PIPE include lead investor RA Capital Management, an affiliate of RACA’s sponsor, as well as Johnson & Johnson Innovation – JJDC, Inc., Surveyor Capital (a Citadel company), Farallon Capital Management, L.L.C., BVF Partners L.P., Boxer Capital, Sphera Healthcare, Woodline Partners LP, Suvretta Capital, Fairmount Funds, and Perceptive Advisors.  Assuming no redemptions are exercised, the Combined Company is expected to receive net proceeds of approximately $300 million at the closing of the transaction (inclusive of the trust account balance and the proceeds from the PIPE). The boards of directors of both POINT and Research Alliance Corp. I have approved the proposed transaction.  POINT’s management team will lead the Combined Company post-closing, and CEO Dr. Joe McCann will serve as the Chief Executive Officer of the Combined Company.  David Lubner, one of the directors of RACA, will be joining the board of directors of the Combined Entity.  The transaction is expected to be completed by mid-year 2021, and is subject to the fulfillment of customary closing conditions, as well as approval of both RACA’s and POINT’s shareholders. 

 

 

 

 

“It is an incredibly exciting time for radiopharmaceuticals” said Dr. Joe McCann, CEO of POINT. “Innovations in isotope production, combined with advancements in tumor targeting is enabling the creation of next-generation precision oncology medicines, some of which have already demonstrated greater efficacy with less side effects than the previous standard of care. With the funds raised from this transaction, POINT will be well financed to complete our two Phase 3 trials for radioligands to treat prostate and neuroendocrine cancers, advance our early-stage pipeline, and complete construction on our manufacturing facility in Indianapolis, Indiana. I am excited by how strongly POINT is now positioned to deliver on its mission of making radioligand therapy applicable to more cancers and available to more people, thereby improving the lives of cancer patients and their families everywhere.”  

 

"We are excited to have the opportunity to support the POINT team in their mission to bring their pipeline of alpha- and beta-emitting radioligand therapies to patients living with cancer," said Peter Kolchinsky, CEO of RACA and Managing Partner at RA Capital Management. "Radiopharmaceuticals are complex drug products that literally blast through cancer cells and can lead to cures but require deep expertise to develop and substantial infrastructure investments to manufacture.  We believe the POINT team has this expertise and with this transaction will have the capital it needs to deliver on the promise of their technologies." 

 

Proceeds of the business combination and the PIPE will be primarily used to: 

 

· advance POINT's two Phase 3 product candidates, PNT2002 and PNT2003, toward potential regulatory approval
· advance POINT’s earlier stage pipeline of innovative radiopharmaceutical product candidates, and 
· continue to strengthen and scale internal manufacturing and logistics capabilities, by completing construction of POINT’s manufacturing facility located in Indianapolis, Indiana

 

Summary of Transaction 

 

All of the shares of current POINT shareholders and all of the vested equity awards of holders will be converted into shares or equivalent awards of the Combined Company at an implied POINT equity value of $585 million. Current RACA shareholders are converting their shares of Class A common stock into common stock of the Combined Company on a one for one basis. The Combined Company common stock is expected to trade on the Nasdaq Capital Market upon closing, under the ticker symbol “PNT”.  Assuming a share price of $10.00 per share, the Combined Company is expected to have an initial equity value of approximately $924 million. 

 

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 RACA with the Securities and Exchange Commission (“SEC”) and will be available at www.sec.gov. A proxy statement/prospectus and other documents regarding the proposed transaction will be included in a registration statement on Form S-4, which RACA intends to file with the SEC.  RACA’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/prospectus and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about POINT, RACA and the proposed transaction. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed transaction will be mailed to shareholders of RACA as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov. 

 

 

 

 

Advisors 

 

Perella Weinberg Partners LP is acting as lead financial and capital markets advisor to POINT.  Cowen and Company, LLC and Piper Sandler are also acting as capital markets advisors to POINT. Jefferies LLC is acting as lead financial and capital markets advisor to RACA.  Bass, Berry & Sims PLC is acting as lead legal counsel to POINT. Goodwin Procter LLP is acting as lead legal counsel to RACA. 

 

About Therapeutics Acquisition Corp, d/b/a Research Alliance Corp. I 

 

Research Alliance Corp. I is sponsored by RA Capital Management, L.P., and is led by Chairman and CEO Peter Kolchinsky, PhD and CFO Matthew Hammond, PhD. RACA is a blank check company formed for the purpose of effecting a business combination with one or more businesses in the healthcare industry.  

 

About RA Capital Management 

 

RA Capital is a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare and life science companies that are developing drugs, medical devices, and diagnostics. The flexibility of its strategy allows RA Capital to provide seed funding to startups and to lead private, IPO, and follow-on financings for its portfolio companies, allowing management teams to drive value creation from inception through commercialization. 

 

About POINT Biopharma 

 

POINT is a globally focused radiopharmaceutical company building a platform for the clinical development and commercialization of radioligands that fight cancer.  POINT is combining a portfolio of best-in-class radiopharmaceutical assets, a seasoned management team, strategic partnerships in radio-isotope supply, manufacturing technology and novel direct to patient targeting to revolutionize theragnostic drug development and radioligand commercialization.  

 

Important Information About the Business Combination 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 RACA 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 RACA to vote on the business combination. RACA 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 RACA, POINT and the proposed transactions. 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 RACA 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 S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Research Alliance Corp. I, Attn: Secretary, 200 Berkeley Street, 18th Floor, Boston, MA 02116. 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 

 

RACA and POINT 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 RACA is set forth in RACA’s final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) on July 9, 2020, and is available free of charge at the SEC’s website at  www.sec.gov  or by directing a request to: Research Alliance Corp. I, Attn: Secretary, 200 Berkeley Street, 18th Floor, Boston, MA 02116. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the RACA shareholders in connection with the proposed business combination will be set forth in the registration statement containing the preliminary 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. 

  

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 of RACA, the Combined Company or POINT, nor shall there be any sale of any such 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. 

 

 

 

 

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 from 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 POINT’s product candidates and the format and timing of POINT’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 RACA’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 outcome of any legal proceedings that may be instituted against RACA or POINT following announcement of the proposed business combination and related transactions, the impact of COVID-19 on POINT’s business and/or the ability of the parties to complete the business combination, the ability to obtain or maintain the listing of RACA’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 RACA or POINT 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 RACA with the SEC and those included under the header “Risk Factors” in the final prospectus of RACA related to its initial public offering. Most of these factors are outside of RACA’s and POINT’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. 

 

Webcast Information:
URL: https://dealroadshow.com
Entry Code: POINT2021
Direct Link: https://dealroadshow.com/e/POINT2021

 

Research Alliance Corp. I Contact  
Matthew Hammond 
(617) 778-2540 

 

POINT Biopharma Contact 
Ari Shomair 
media@pointbiopharma.com  
(647) 812-2417 
https://www.pointbiopharma.com 

 

 

 

Exhibit 99.2

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE001.JPG [LOGO]

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE002.JPG Legal Disclaimer Except as otherwise indicated or unless the context otherwise requires, all references 1n this presentation to "we," "our," "us," "POINT," or the "Company " refer to POINT B1opharma Inc. The information contained in this presentation is submitted on a confidential basis solely for the recipient's use and the recipient agrees to maintain the confidentiality of t he information contained herein and not to reproduce or distribute any confidential information contained herein to any third party without our express written authorization T his information contained 1n this presentation does not constitute or form part of and should not be construed as, any offer for sale or subscription of, or any invitation to offer, buy or subscribe for, any securities, nor shall there be any offer, sol icitation or sale in any jurisd iction in which such offer, solic itation or sale would be unlawful. Forward Looking Statements. Certain statements in this presentation may be considered forward-look ng statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in t his presentation, we caution you that these statements are based on a combination of facts and fac tors currently known by us and our projections of t he future, about wh ich we cannot be certain. Forward-look ing statements generally relate to future events or the Company's future financial or operating performance. For example, statements concerning the following include forward-looking stateme nts: the success, cost and tim ng of product development activit ies, 1nclud ng timing of 1n1t1at1on, completion and data readouts for clinical trials and preclinical studies; the potential attributes and benefits of product candidates, 1nclud1ng with respect to radio igand select1v1ty, activity, side effect and tolerab1l1ty profile and relevant indications; ability to compete with other companies currently marketing or engaged in the development of treatments for relevant indicat ions; the Company's ex pected manufactur ing and commercial strategy; the size and growth potential of the markets for product candidates and ability to serve those markets; and the rate and degree of market acceptance of product candidates, if approved. In some c ases you can identify forw ard-look ing statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe","predict ", "potential", or "continue",or the negatives of these terms or variations of them or similar term inology. Such forward looking statements are subject to risks, uncertainties, and other factors which could cause actual results to d iffer materially from those ex pressed or imp ied by such forward-looking statements. These forward-look ing statements are based upon estimates and assumption that, while considered reasonable by POINT and its management, are inherently uncertain. New risks and uncerta nt1 es may emerge from t me to time,and it is not possible to predict all risks and uncerta1nt1es Factors that may cause actual results to differ materially from current expectations include, but are not l1m1ted to, factors associated with compan ies, such as the Company, that are engaged in clinical tr ials 1n the pharmaceutical industry, including uncertainty in the timing or results of clinical trials, product acceptance and/or receipt of regulatory approvals for product candidates, risks related to POINT's ability to successfully develop and launch a commercial product and achieve market acceptance, raise additional funds that may be necessary for the operatio ns of its business and product deve lopment, establish manufacturing capac ity, manage its operations and potential growth and scale its business, protect its intellectual property, and the potential impact of the COVID-19 pandemic, as well as var ious other factors beyond management's control, 1nclud1ng ge neral economic conditions Nothing n this presentation should be regarded as a representation by any person that the forward-looking statements set forth here in will be ac hieved or that any of the contemplated results of such forward-looking statements w i l be achieved. You should not place undue reliance on forward-looking statements 1n this presentation, whic h speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein The Company undertakes no duty to update these forward-looking statements. Important Information About the Business Combination 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 Therapeutics Acquis ition Corp. d/ b/a/ Research Alliance Corp. L C'RACA"J that w ill inc ude a prospectus with respect to the Combined Company's securities to be issued in connection w ith the business combination and a prox y statement w ith respect to the share holder meeting of RAC A to vote on the business combinat ion. RACA 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 RACA, POINT and the business combination. After the registration statement is declared effective, t he definitive proxy statement/prospectus to be included in the registration statement w ill be mailed to shareholders of RACA 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 S-4, includ ng the prox y statement/prospectus, and other documents f iled with the SEC without charge, by directing a request to: Research Alliance Corp. I, Attn: Secretary, 200 Berkeley St, 18th f loor, Boston, MA 02116. The preliminary and definitive proxy statement/prospectus to be ncluded in the registrat ion statement, once available, can also be obtained, without charge, at the SEC's website (www.sec.govl. Participants in the Solicitation RACA and POINT and their respective directors and executive officers may be considered partic ipants in the solicitation of prox ies 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 RACA is set forth 1n RACA's final prospectus for nitial public offering filed with the SEC pursuant to Rule 424(b ) of the Securities Act of 1933, as amended (the "Securities Act") on July 9, 2020, and is available free of charge at the SEC's website at www.sec.gov or by directing a request to: Research Alliance Corp. L Attn: Secretary, 200 Berkeley St, 18th floor,Boston,MA 02116. Informat on regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the RACA shareholders in connection with the proposed business combination w ill 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 c harge from the sources indicated above. Non-Solicitation This presentation 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 sha l not const itute an offer to se l or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in w hich such offer, solicitation, or sale w ould be unlawful prior to registration or qualification under the secur it ies law s of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requireme nts of the Securities Act POINTBiopharma.com 8

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE003.JPG  A team of experts in clinical development and manufacturing Two Phase 3 assets in prostate cancer and neuroendocrine cancers Exciting early-stage pipeline, including targeted alpha therapy Manufacturing infrastructure in place to supply clinical and enable commercialization POINTBiopharma.come

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE004.JPG  CNFGa RbTc InI LuAc GeSr

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE005.JPG  POINT creates radioligands by combining a radioisotope, a linker, and a ligand ++ Linker PSMA-PET Scan Before Treatment 1 PSMA =Prostate Specific Membrane Antigen Radioisotope (e.g.Lutetium-177 or Actinium-225) l Radioligand (PNT2002) PSMA-PET Scan After 3 177Lu-PSMA Treatments1 POINTBiopharma.com(1) Baum et al. J Nucl Med 2016 8

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE006.JPG  α α αα

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE007.JPG  Indianapolis facility will incorporate radioisotope and radioligand production POINTBiopharma.com State of the art 80,000 ft2 GMP facility Modular capacity, capable of scaling with demand Integrated radioisotope production Located near logistic hubs (FedEx HazMat hub and O'Hare Airport) On track for completion by mid-2021 (1) nca = no carrier added lutetium-177 Accommodates alpha, beta, gammas and positron emitters Production capacity will meet future commercial demands Lutetium-177 nca1 will be produced in-house for POINT products Maximizing patient reach by minimizing travel times First dose expected to ship 4Q 2021 8

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE008.JPG [LOGO]

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE009.JPG  250,000 •200,000 •150,000 •100,000 New CasesDeaths 50,000 Prostate Lung & Bronchus • • Colon & RectumBladderMelanoma (Skin)

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE010.JPG  Published Phase 2 clinical trial data PNT20021 Sample Size56 Patients Data representative of Standard of Care in upcoming Phase 3 Patients with >50% PSA decline 58.9% ARAT control arm benchmarks rPFS5 (median) Median Progression Free Survival Median Overall Survival 13.7 months (Radiographic) Not reached at 28 mo. PROfound33.7 mo 1Mbassador25044.1 mo PSMA-6172 30 Patients 56.6% 7.6 months (Biochemical) 13.5 mo. PNT2002 has the potential to be superior to the standard of care in mCRPC patients unfit for chemotherapy POINTBiopharma.com (1) Baum et al. J Nucl Med 2016;57:1006-1013 (3) De Bono et al. N Engl J Med 2020; 382:2091-2102 (5) radiological progression free survival (2) Hofman et al. Lancet Oncol 2019;19:825-33 Sweeney et al. AACR 2020 Sunday, March 14, 202 1Cf)

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE011.JPG  • •

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE012.JPG [LOGO]

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE013.JPG  • • • Dasari A, et al., JAMA Oncol. 2017;3(10):1335-1342.

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE014.JPG  Design:Sites:Population: Open-label, single arm Phase 3 study (N = 167) Dosing:Customized dose based on dosimetry: 200 mCi (7.4 GBq) initial dose, doses 2 to 4 are adjusted up to 300 mCi or below 200 mCi based on dosimetry results Endpoints:Primary: PFS at 12 months Secondary: Tumor Response, biochemical response, OS, Safety, Quality of Life Trial status: Fully enrolled, final data expectedin 4Q 2021 POINTBiopharma.com(1) NCT02743741

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE015.JPG  PNT2003 GEP-NETs N=134 PFS@ 12 months*90.9% mPFS33.3 mo6 ORR per RECIST 1.119% Lutathera1,7 GEP-NETs N=116 81.2% Not reached (up to 29 moJ 13% PNT2003 Non GEP-NETs N=33 83.6% mo6 24% Everolimus2,3A,5,7 Non GEP-NETS N= 7-90 14-54% 3.8-13.6 mo 0-9% *Primary endpoint exceeds pre-specified success thresholds (> 60%) Next step: Meeting planned with FDA in 3Q 2021 Lutathera's Prescribing Information. No head-to-head trials have been conducted, (2) Fazio et al. Chest. 2013, (3) Oh et al. Cancer 2012, Singh et al. Neuroendocrinology 2018, (5) Bajetta et al. Cancer 2014, (6) PNT2003 Interim Data Final Figures, 14.2.1.4.1 (Unpublished) (7) No head-to-head trials have been conducted POINTBiopharma.com

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE016.JPG [LOGO]

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE017.JPG  Patients in this space live up to 15 years1, and therefore are at higherrisk of latent radiation toxicity Reducing the risk of long-term latent radiation toxicity would enable PSMA targeted agents to be used earlier Unmet need for drugs that delay the need for lifelong ADT and extend life Non-metastatic and metastatic castration sensitive market opportunity represents 60,000 patients CategoryNewly diagnosed PCnmCSPCHigh-risk nmCSPCmCSPCmCRPC Annual US Patients190,0002170,000348,000412,000543,000 4 POINTBiopharma.com Mehtala Jet al. PLOS ONE 2020 American Cancer Association - Cancer Facts & Figures 2020 Surveillance, Epidemiology, and End Results (SEER) Program (www.seer.cancer.gov) SEER*Stat Database: Incidence - SEER Research Data, 9 Registr ies, Nov 2019 Sub (1975-2017) 28% of nmCSPC per GlobalData - Prostate Cancer Global Drug Forecast and Market Analysis, 2018 Scher HI, et al. PLOS ONE 2015

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE018.JPG PNT2001 is a next-generationPSMAradioligand suited for deliveryof 225Acand 177Lu radioisotopes PNT2001 Preclinical Results: 177Lu SPECT Imaging confirmed similar distribution to other PSMA compounds 1 177Lu Dosimetry found the dose delivered to the tumor was greater when compared to PNT2002 in a standard prostate cancer animal model1 PNT2001 Linker Actinium-225 or Lutetium-177 Next step: IND-enabling studies in 2022 POINTBiopharma.com(1) US Patent 16/765,729

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE019.JPG [LOGO]

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE020.JPG α α

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE021.JPG  4000 100 Tumor Volume (mm3) Percent survival 200050 1000 0 0204060 Days Post Treatment Start 0 01020304050 Days Post Treatment Start

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE022.JPG [LOGO]

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE023.JPG  α α

 

   

 

1_RACA INVESTOR CALL PRESENTATION -PAGE2021-PAGE003-PAGE014_PAGE024.JPG [LOGO]

 

   

 

 Anticipated Timelines PNT2002 (Prostate Cancer) PNT2003 (SSRT+ non-GEP NETs) PNT2001 (nmCSPC) PNT2004 (Pan-cancer) 202120222023 Dosimet ry • Indianapolis Commissionin Continue production of clinical programs Pre aration for commercial roduction

 

 

21-9698-26_SLIDEPAGE026.JPG  RACA trust equity(2) $135,700 Proceeds from PIPE financing$165,000 Estimated cash contributed from balance sheet$16,000 Equity consideration to existing POINT shareholders$585,000 Tota l sources of funds$901,700 RACA sponsor (RA) - PIPE shares Equity issued to existing POINT shareholders $585,000 Estimated payment of transaction expenses(4)$28,000 Estimated balance sheet cash$288,700 Total uses$901,700 PIPE investors (excl. RACA sponsor) Existing POINT shareholders