Breeze Holdings Acquisition, YD Biopharma enter definitive merger agreement
Breeze Holdings Acquisition has entered into a definitive agreement to merge with YD Biopharma, a clinical-stage biopharmaceutical company focusing on cancer prevention medical diagnostics and the development of exosome-based therapeutics with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need. Following the closing, the combined company is expected to be listed on the Nasdaq Capital Market. YD Biopharma specializes in the biopharmaceutical business and serves as a supplier of drugs and medical materials for clinical trials. In 2015, YD Biopharma was appointed as a clinical testing drug supplier by Novartis and has since expanded its offerings to include development and supply of ancillary products post-launch. YD Biopharma's mission is to create a cancer-free world through advancements in biotechnology. More recently, YD Biopharma obtained patent and technology authorization from 3D Global Biotech to pioneer the application of corneal mesenchymal stem cells and their exosomes for treating eye diseases. YD Biopharma has introduced new advanced drugs and treatments for conditions such as dry eye disease, glaucoma, and corneal repair. YD Biopharma aims to optimize the treatment market for eye diseases by distribution through pharmacies, optometrists, and other channels. Earlier this year, YD Biopharma obtained patents, technology and U.S. market authorization from EG Biomed Taiwan for core methylation detection of pancreatic cancer with high sensitivity, specificity and accuracy. This partnership has led to the establishment of an independent laboratory in the U.S. dedicated to pancreatic cancer early detection and monitoring technology that marks a significant expansion of YD Biopharma's research and development capabilities to collaborate with hospitals, insurance companies and pharmaceutical companies to reach new patients. YD Biopharma has also recently negotiated related authorizations for breast cancer detection to further expand the Company's product offerings. YD Biopharma is in the process of acquiring licenses from EG BioMed Taiwan for advanced breast cancer detection technology in the U.S., E.U., and Asia-Pacific that has high sensitivity, specificity and accuracy. The acquisition of the licenses for EG Biomed's breast cancer detection technology in the U.S., E.U., and Asia-Pacific is expected to be consummated simultaneously with the closing of the merger with Breeze. Under the terms of the business combination agreement, Breeze and YD Biopharma will each merge into wholly-owned subsidiaries of a newly formed Cayman holding company expected to be named "YD Biopharma Holdings Limited" and is anticipated to be listed on the Nasdaq Capital Market. Assuming no redemptions, the combined company will have an estimated post-transaction enterprise value of $694 million, consisting of an estimated equity value of $715 million, $21.0 million in cash and no debt. Cash proceeds raised will consist of Breeze's $10.1 million cash in trust and $15 million in anticipated new capital. YD Biopharma intends to use the proceeds from the transaction to expand production and continue development, approval and launch of new technologies. The transaction has been unanimously approved by the boards of directors of both YD Biopharma and Breeze. It is expected to close by early 2025, subject to regulatory and stockholder approvals, and other customary closing conditions. Additional information may be found in the Current Report on Form 8-K that was filed by Breeze Holdings today with the U.S. Securities and Exchange Commission. Upon completion of the transaction, YD Biopharma will continue to be led by Founder, Chairman, and CEO Dr. Ethan Shen. Wu Cheng-fend will serve as Chief Medical Officer, and May Tsai will serve as Chief Business Officer.
